UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


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FIRST INTERSTATE BANCSYSTEM, INC.
 
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March 15, 2019


To Our Shareholders,

If one word were to define our focus at First Interstate Bank, it would be: “relevancy.” In this digital and technological era, it is essential that relevancy remain front of mind as we define our purpose, consider our actions, and measure our results. From top to bottom and across all six states within our footprint, remaining relevant as a financial institution will be central to our strategy, to our efforts to serve our clients and communities, and ultimately to our success.

Looking back on 2018-and to the start of my tenure as President and CEO in 2015-remaining a relevant, growing company has been instrumental in pursuing First Interstate’s vision. Every day, we strive to be the premier financial services provider within the communities we serve. This means we are continuously focused on delivering products and processes that make our interactions more effective, efficient, and effortless. We believe that this will strengthen our relationships with our employees, our clients, and our communities, all while driving long-term shareholder value. We are accomplishing this by remaining laser-focused on three areas: our people, our processes, and our technology.

Our people are-and always will be-our most valuable asset. We take care of our employees and firmly believe that happy, engaged employees will pay dividends going forward. In 2018, we continued to invest in our people by enhancing our benefits, our training opportunities, and our communications at all levels to ensure our teams are aligned with our vision, mission, and values. We strengthened our executive team and instituted a senior leadership team. These two groups of leaders are diverse in gender, experience, and capabilities. They are a collaborative, cohesive team; the next generation of bankers poised to lead First Interstate forward.

Over the past year, we continued to enhance bank-wide systems and processes to ensure continued delivery of quality products and services to our clients while removing friction from the interaction. Through initiatives like our loan transformation process, we are streamlining workflows that will better serve our employees and our clients. We are nearing the culmination of our core transformation initiative, a comprehensive project that will allow us to better understand our clients in order to deliver the quality products and services they need. And we are upgrading our accounting and reporting systems, which will allow us to better measure and report on our progress.

We continued to invest in technology, implementing forward-looking solutions that will enable First Interstate to be on the leading-edge in adapting to-and adopting-inevitable changes in the industry. We are building an integration layer that will improve our capabilities to “plug and play” the platforms through which clients want to interact with us, now and well into the future. We are expanding our digital initiatives, delivering products and services to our clients in the manner in which they want to conduct business. From our highly-rated app to online mortgage, credit card, and small business applications to guided wealth management, we are investing in efficient delivery systems that meet our clients’ needs.

While investing in our people, processes and technology, we continue to consider strategic opportunities for growth through acquisitions. With the guiding principle that “bigger is not better, better is better,” we evaluate candidates based on their potential to enhance franchise value.

Last year we completed the acquisition of Inland Northwest Bank based in Spokane, Washington, and announced the pending acquisitions of northern Idaho-based Idaho Independent Bank and Community 1st Bank. Once these two acquisitions close, First Interstate will rank sixth in market share in Idaho, providing us with a position of strength in this market. All three banks are financially, strategically, geographically, and culturally compatible with First Interstate and our growth objectives.

In addition to contributing to our solid deposit base and strengthening our organic growth profile, all three of these community banks are committed to the people and places they serve. With our expanded footprint in northern Idaho and eastern Washington, we are excited to be able to elevate the ways we give back to these communities through financial and volunteer support.


While the financial industry may be ever-evolving, there are 12 guiding principles by which we lead this company that will withstand the test of time. They encompass the execution of our annual operating plans; financial goals, including earnings per share growth and return on equity metrics to be in the top tier of financial institutions; employee goals, relating to engaged leadership and employees; client goals, measuring loyalty and satisfaction; risk goals, including regulatory metrics, balance sheet management and risk management culture; and strategic goals, addressing our ability to remain relevant, focused on our community banking model, and effectively communicating to all of our stakeholders while remaining unwaveringly committed to our vision, mission, and values.

The future for banking is rife with uncertainty: the war for deposits, an uncertain interest rate environment, global trade wars, tariffs, the next industry disruptor, and changing consumer preferences. Because we cannot look to the environment to provide clarity, we must do so from within. Our 12 guiding principles-the framework in which we make decisions-will help forge a clear path toward increased future financial success.

Whatever the environment ahead, we are confident that we have built a solid foundation that will provide the flexibility needed to weather any storm. We manage with an eye toward risk, taking a conservative approach to deploying capital and being highly selective in acquisitions. Additionally, we are focused on growing not only our loan portfolio, but a solid base of deposits, which is critical to long-term success.

As we celebrate the 50th year of being a community bank, we believe we are putting the people, processes and technology to work that will allow us to remain a relevant, vibrant, profitable company committed to our people, our clients, our communities, and our shareholders for many years to come.

I am proud of the First Interstate team and its dedication and progress toward achieving our vision this past year. I look forward to leading it to greater successes in 2019.

Sincerely,

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Kevin P. Riley
President and Chief Executive Officer




FIRST INTERSTATE BANCSYSTEM, INC.
401 North 31st Street
P.O. Box 30918


Billings, Montana 59116-0918

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF FIRST INTERSTATE BANCSYSTEM, INC.
To Be Held on Thursday, May 2, 2019,
at 4:00 p.m., Mountain Daylight Time



NOTICE IS HEREBY GIVEN that the 2019Notice of Annual Meeting of Shareholders
Participate in the Future of First Interstate BancSystem, Inc. will be held at First Interstate Bank, Operations Center, 1800 Sixth Avenue North, Billings, Montana, on Thursday, May 2, 2019, at 4:00 p.m., Mountain Daylight Time, for the following purposes:

— Please Cast Your Vote
1.To elect two directors to serve three-year terms, or until their respective successors have been elected and appointed;
2.Date:To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2019;Time:Location:
May 25, 20224:00 p.m. MDTFirst Interstate Great West Center
3.To approve a charter amendment to provide for majority voting in the election of directors;1800 6th Ave. North
4.To approve the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals;Billings, MT
5.To adopt a non-binding advisory resolution on executive compensation; and
6.To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only
At the Annual Meeting, shareholders will be asked to vote on the following proposals:
(1)    To elect five directors to serve three-year terms, and until their respective successors have been elected and qualified;
(2)    To ratify the appointment by the Board of Directors of three additional Directors; and
(3)    To ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2022.

YOUR VOTE IS IMPORTANT TO US. Shareholders of record as of the close of business on Friday, March 1, 201925, 2022, are entitled to notice of and to vote at the annual meeting and any adjournments or postponements thereof.

YOUR VOTE IS IMPORTANT TO US. Whether or not you plan to attend the annual meeting, we urge you to vote. A proxy that is signed and dated, but which does not contain voting instructions, will be voted as recommended by our Board of Directors on each proposal with respect to which a registered holder is entitled to vote.
Registered holders may vote:

▪By Internet -— access http://www.voteproxy.com and follow the on-screen instructions;
▪By mail -— sign, date, and mail your proxy card in the envelope provided as soon as possible; or
▪In person -— vote your shares in person by attending the annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS
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Kirk D. Jensen
Corporate Secretary

Billings, Montana
April 14, 2022



BY ORDER OF THE BOARD OF DIRECTORS
Table of Contents
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1
9
12
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24
27
33
34
35
37
48
60
61
Information About the Shareholder Meeting
62
66
A-1
B-1



(i)

Kirk D. JensenPROXY STATEMENT
Corporate Secretary2021 Executive Summary

Billings, Montana
March 15, 2019



2018 EXECUTIVE SUMMARY

The following is a summary of material disclosuresmore detailed information found elsewhere in our proxy statement. This is only a summary, and it may not contain all of the information that is important to you. For more complete information, please review thethis proxy statement in its entirety.

When we refer to the “Company,” “First Interstate,” “we,” “our,” and “us” in this proxy statement, we mean First Interstate BancSystem, Inc. and our consolidated subsidiaries, unless the context indicates that we refer only to the parent company, First Interstate BancSystem, Inc. When we refer to the “Bank” in this proxy statement, we mean First Interstate Bank, our wholly owned bank subsidiary.

This proxy statement and accompanying proxy card are being provided on or about March 15, 2019April 14, 2022, to our shareholders of record who are entitled to vote at the annual meeting.

Annual Meeting

Time and Date:
4:00 p.m., Mountain Daylight Time, Thursday,Wednesday, May 2, 2019
25, 2022
Place:First Interstate Bank OperationsGreat West Center,
1800 Sixth Avenue North
1800 Sixth Avenue North, Billings, Montana 59101
Record Date:
Close of business on Friday, March 1, 2019
25, 2022
Voting:Shareholders of record as of the record date are entitled to vote. We have outstanding only one class of common stock: Class A common stock. Each outstanding share of Class A common stock is entitled to one vote and each outstanding share of Class B common stock is entitled to five votes on all matters submitted to a vote of shareholders.
shareholders at the annual meeting.
Attendance:If you plan to attend the annual meeting in person, you must bring the Notice of Internet Availability of Proxy Materials. If your shares are not registered in your name, you will need a legal proxy, account statement, or other documentation confirming your First Interstate BancSystem, Inc. holdings from the broker, bank, or other institution that is the record holder of your shares. You will also need a valid, government-issued picture identification that matches your Notice of Internet Availability of Proxy Materials, legal proxy, or other confirming documentation.
Adjournments:Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.















Agenda and Voting Recommendations
ProposalDescriptionBoard Recommendation
1Election of Two Directors
“FOR”
 each nominee
2Ratification of Appointment of Independent Registered Public Accounting Firm“FOR”
3Approval of Charter Amendment to Provide for Majority Voting in the Election of Directors“FOR”
4Approval of an Adjournment of the Annual Meeting, if Necessary or Appropriate, to Solicit Additional Votes for the Foregoing Proposals“FOR”
5Adoption of a Non-binding Advisory Resolution on Executive Compensation“FOR”

REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF THREE WAYS:a01740_pxx571xproxyxstatem.jpg
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:VIA THE INTERNET*BY MAIL
Visit the website listed on your proxy cardSign, date and return your proxy card in the enclosed envelope
JIN PERSON
Attend the Annual Meeting in Billings, MT

2021 Financial Performance Highlights
In 2021, we reported net income of $192.1 million, or $3.11 per diluted share of common stock outstanding.Net income included pre-tax acquisition costs of $11.6 million, which reduced earnings by $0.15 per diluted share.Our return on average common equity ("ROAE") was 9.73% and our return on average tangible common equity ("ROATCE") was 15.03%.

$192.1 million$3.119.73% / 15.03%$31.94$20.83*
Net IncomeDiluted Earnings Per ShareROAE / ROATCE*Book Value Per ShareTangible Book Value Per Share*
* ROATCE and Tangible Book Value Per Share are financial measures not defined in accordance with accounting principles generally accepted in the United States of America, or GAAP. See Appendix A to this proxy statement for a reconciliation of such measures to their most directly comparable GAAP financial measures, ROAE and Book Value Per Share, respectively.
Delivering Long-term Value
We focus on generating strong financial results over the long term, growing organically and through strategic acquisitions.Over the last 10 years, our earnings have increased over 230%. Over the same period, common equity has increased 176%, from $721.0 million as of December 31, 2011, to $1,986.6 million as of December 31, 2021.

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Commitment to GoodWith this growth in earnings, we have been diligent to return value to our shareholders.We have steadily increased regular dividends over the past 10 years, in addition to making a one-time cash dividend of $0.60 per share in 2020.

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We have also delivered sustained growth in diluted Earnings Per Share (EPS), Book Value Per Share (BVPS), and Tangible Book Value Per Share (TBVPS) over the past 10 years, reflecting compound annual growth rates of 10.5%, 7.0%, and 5.4% respectively.
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Additional information concerning our performance can be accessed on the Company's website at www.FIBK.com. The information contained on our website with respect to our performance, however, shall not be deemed to be a part of, or incorporated by reference in, this proxy statement for any purpose.

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Commitment to Community
Commitment to Community is one of our core values, and we have not wavered from our long-standing commitment to donate 2% of net income before taxes to community organizations. As a result, we donated $4.9 million to more than 1,000 nonprofit organizations throughout our footprint to address food insecurity, communities fighting wildfires, and Native American Community Development efforts. We also held our annual Volunteer Day, safely and effectively helping more than 230 nonprofit organizations.
Our focus on our people, processes, and technology allowed us to continue delivering to each of our stakeholders in meaningful and compelling ways:

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Commitment to Sound Corporate Governance

We have structured our corporate governance program to promote the long-term interests of shareholders, strengthen the accountability of our Board of Directors (“Board”) and management, and help build public trust in the Company. Highlights of our efforts include:

þ☑Separation of the chair of theAll Board and chief executive officer roles;Committees are chaired by independent directors;
þAppointment of a Lead Independent Director;
þIndependent directors serve as chairs of our Audit, Governance & Nominating, Risk, Compensation, and Technology Committees;
þ☑Regular executive sessions of independent directors;
þ☑Annual Board and committee self-evaluations;
þStockEquity ownership guidelines for directors and executive officers; and
þ☑Cash and equity awards with clawback provisions.


6

2018 Performance
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2018 was a strong year for* Asset size and footprint reflect First Interstate Bank. We had earnings per common shareBank after the acquisition of $2.75, which was a 34% increase over the prior year. ExpansionGreat Western in our net interest margin and the benefit of tax reform were the primary drivers behind our results. Building upon our initial entrance into the Northwest United States last year, in April, we announced the agreement to acquire Northwest Bancorporation, Inc., the parent company of Inland Northwest Bank, an $826 million Washington-based community bank with 20 banking offices across Washington, Idaho, and Oregon. The acquisition closed in August and we successfully completed the integration in November. In addition, in October, we signed definitive agreements to acquire two Idaho-based banks: Idaho Independent Bank, a $725 million community bank based in Coeur d’Alene, ID; and Community 1st Bank, a $130 million community bank based in Post Falls, ID. These three acquisitions complement our franchise and provide us with meaningful market share in attractive, high growth markets in Eastern Washington and Northern Idaho. As a result of higher earnings, we were also able to increase our quarterly dividend by 16.7%, to $0.28 per common share.

As we progressed through 2018, we continued to focus on people, process, and technology as we sought to deliver to each of our stakeholders in meaningful and compelling ways …

For our employees … As our most valuable asset, we continued to strengthen our employee benefit package, provide greater training opportunities and improve Company-wide, interactive communications in order to support a healthy work environment.

For our clients … We continued to invest in our digital platform and strengthen our business processes in order to deliver quality products and services to our clients when and where they choose to interact with us.

•
For our communities … Commitment to our communities is at the core of our DNA and we continued to give back both financially and through employee volunteerism. In 2018 we celebrated our 50th anniversary with a Company-wide volunteer day to assist those less fortunate across our footprint.

For our shareholders … We believe engaged employees, satisfied clients, and strong communities have a significant impact to our financial results, which ultimately allows us to meet the expectations of our shareholders. 2018 reported higher levels of return on average equity, average assets, and an expanded net interest margin. Full year earnings of $160.2 million, or $2.75 per diluted share, included merger related costs of $12.4 million, which impacted earnings per share by $0.17. 




February 2022.
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Executive Compensation Highlights

Our executive compensation program is aligned with our business strategy and is designed to maximize long-term shareholder value.

What We Pay and Why;Why — Goals and Elements of Compensation:

Emphasis on▪Emphasize pay for performance;
▪Attract, retain, and motivate talented and experienced executives within the banking industry;
▪Recognize and reward executives whose skill and performance are critical to our success;
▪Align interests of our executives with our shareholders; and
▪Discourage inappropriateexcessive risk taking.

Key Features of our Executive Compensation Program:
Key Features of our Executive Compensation Program:What We Do...What We Do Not Do...
What we do ...What we do not do ...
þ☑Emphasize pay for performanceýNo short-sellingShort-sell or hedging ofhedge Company securities
þ☑Use multiple performance measures and caps on potential incentive paymentsýNo single-triggerAllow "single-trigger" accelerated vesting of equityequity-based awards upon change in control
þ☑UseEngage an independent compensation consultantýNoGrant excessive perquisites
þ☑Require minimum stockequity ownership for Directorsdirectors and Executive Officers (EOs)executive officersýNoPay excise tax gross-ups"gross ups" upon change in control
þ☑Maintain a clawback policy to recapture incentive paymentsýNo repricingReprice or recycling ofrecycle shares
þ☑Discourage excessive risk taking by reserving the right to use discretion in the payout of all incentivesýNo tradingTrade in Company securities during designated black-out periods, except under limited circumstances including valid rule 10b5-1 trading plans

Elements of Total Compensation

Using a consistent and calibrated pay for performance approach across the Company, we reward results, discourage undueexcessive risk taking, and drive long-term shareholder value. To promote a culture that aligns the interests of management with those of our shareholders, our executive compensation program focuses on an appropriatea mix of fixed and variable compensation.

We have three primary elements of compensation:

1.Base salary: Competitive fixed base cash compensation determined by individual factors, such as scope of responsibility, experience, and strategic impact.

2.Annual short-term cash incentive: Performance-based awards aligned with the achievement of individual and Company financial and strategic growth objectives as determined by established thresholds.

3.Long-term equity award incentive: Incentives to engage and retain executive officers, with an emphasis on long-term Company performance compared to peers.

▪Base salary: Competitive fixed-base cash compensation determined by individual factors, such as scope of responsibility, experience, and strategic impact.
▪Annual short-term cash incentive: Performance-based awards aligned with the achievement of individual and Company financial and strategic growth objectives.

▪Long-term equity award incentive: Incentives to reward and retain executive officers and senior leaders, with an emphasis on long-term Company performance compared to peers.




8
PROPOSAL ONE - ELECTION OF DIRECTORS

Proposal One
Election of Directors
At the end of fiscal year 2018,2021, there were fifteen12 directors serving on the Board. The tenuresSubsequent to year-end and in connection with the previously announced closing of two directors who are not seeking re-election at the annual meeting, Jonathan R. Scott and William B. Ebzery, will end on May 2, 2019. A total of two directors,our merger with Great Western Bancorp, Inc. (“Great Western”) in February 2022, one of which is a current memberour incumbent directors resigned, the size of the Board willwas increased to 16 seats to accommodate the appointment to the Board of five new directors selected by Great Western pursuant to the terms of the merger agreement, and the Board appointed the five additional directors to fill the then-vacant seats on the Board as described in more detail in Proposal Two. As a result, there are currently 16 directors serving on the Board, which is divided into three classes of directors serving staggered three-year terms. There are five directors in Class I with a term that expires at the 2022 annual meeting of shareholders, five directors in Class II with a term that expires at the 2023 annual meeting of shareholders, and six directors in Class III with a term that expires at the 2024 annual meeting of shareholders, in each case and as applicable subject to a ratification vote of the shareholders as contemplated in Proposal Two. All five incumbent directors currently serving in Class I have been nominated and agreed to be electedconsidered for election at the 2022 annual meeting to serve a three-year term expiring at the annual meeting to serve three-year terms, or until their respective successors have been elected and appointed. After the annual meeting, the Board will have fourteen directors divided into three groups with staggered three-year terms.be held in 2025. The Board has nominatednominees for election as Class I directors at this annual meeting:meeting are:
James▪Stephen B. Bowman
▪Frances P. Grieb
▪Stephen M. Lacy
▪Joyce A. Phillips
▪Jonathan R. Scott Jr.
Randall I. Scott
James R. Scott, Jr. is a current member of the Board. Randall I. Scott is not a current member of the Board.
Unless authority to vote is withheld or the votes are determined to be broker non-votes as discussed below under the caption “Information About the Shareholder Meeting,” the persons named as proxies in the enclosed proxy card accompanying these materials will vote the shares represented by sucha validly executed proxy card for the election of the nominees named above.above-named nominees. If, at the time of the annual meeting, any nominee becomes unavailable for any reason for election as a director, the persons entitled to vote theas proxy will vote for the election of such substitute(s), if any, to the same extent as contemplated above and as the Board may recommend. At this time, the Board knows of no reason why any nominee might be unavailable or unwilling to serve.

Nominees

The individuals listed below have been nominated for election because the Board believes, based in part upon the recommendation of the Governance and Nominating Committee, they possess the skills, experience, personal attributes, and tenure needed to guide the Company’s strategy and to effectively oversee the Company’s risk management framework and management’s execution of its responsibilities. The following tables settable sets forth information regarding the nominees for election at the annual meeting andmeeting. Additional biographical information for each of the directors continuing in office afternominees follows below under the annual meeting.caption "Business Biographies."

Name and AgeDirector SincePrincipal Occupation
Stephen B. Bowman, 582021Former CFO, Northern Trust Corporation
JamesFrances P. Grieb, 612022Former Partner, Deloitte LLP
Stephen M. Lacy, 682022Former Chair, Meredith Corporation
Joyce A. Phillips, 592021Founder and CEO, EqualFuture Corp.
Jonathan R. Scott, Jr., 414720202016Commercial Loan Manager, First Interstate Bank, Medford
Randall I.General and Limited Partner, Scott 65
N/A (1)
Managing General Partner, Nbar5 Limited PartnershipLand & Livestock, LP
(1) Due to term limits that require certain Scott family members to haveIf a quorum is present at leastthe annual meeting, a one-year break in service after serving two consecutive three-year terms, Randall I. Scott’s most recent term ended in May of 2018. Mr. Scott first became a directormajority of the Companyvoting power of the shares of common stock present in 1993.person or represented by proxy at the annual meeting and entitled to vote on the election of directors is required to elect a director. This means each of the five nominees for director must receive the affirmative vote of more than 50% of the votes present in person or represented by proxy and entitled to vote on the election of directors at the annual meeting to be elected.

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Directors Other Than Nominees
The following table sets forth information regarding the directors serving in the Board Classes II and III not up for election at the annual meeting. Additional biographical information for each of these directors follows below under the caption "Business Biographies."
Name and AgeDirector SinceClassTerm ExpiresPrincipal Occupation
James P. Brannen, 592022III2024*Former CEO, FBL Financial Group, Inc.
Alice S. Cho, 552020II2023Senior Advisor, Boston Consulting Group
Thomas E. Henning, 692022II2023*Non-Executive Chair, Assurity Group, Inc.
John M. Heyneman, 542018III2024Executive Director, Plank Stewardship Initiative
David L. Jahnke, 682011III2024Chair of the Board, First Interstate BancSystem, Inc.; Retired Partner, KPMG
Dennis L. Johnson, 672017II2023Retired President and CEO, United Heritage Financial Group
Ross E. Leckie, 632009III2024Retired Executive Vice President, Allianz SE
Patricia L. Moss, 682017II2023Retired President and CEO, Cascade Bancorp.
Kevin P. Riley, 622015III2024President and CEO, First Interstate BancSystem, Inc.
Daniel A. Rykhus, 572022II2023*Retired President and CEO, Raven Industries
James R. Scott, 721971III2024Former Chair of the Board, First Interstate BancSystem, Inc.
* Denotes term is subject to ratification vote contemplated by Proposal Two.










10

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Board Diversity Matrix (As of March 25, 2022)
FemaleMaleDid Not Disclose
Total Number of Directors16
Part I: Gender Identity
Directors4111
Part II: Demographic Background
Asian1
White311
Did Not Disclose Demographic Background1
11

Proposal Two
Ratification of Director Appointments
Our Third Amended and Restated Articles of Incorporation, as amended, provide that newly created directorships resulting from any increase in the number of directors, created in accordance with our bylaws, and any vacancies on the Board resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining directors then in office. As described in Proposal One, in connection with the closing of our merger with Great Western in February 2022, one of our incumbent directors resigned and the size of our Board was increased to 16 seats to accommodate the appointment to the Board of five new directors to be selected by Great Western, resulting in there being five vacancies on our Board to be filled by the affirmative vote of a majority of the remaining directors. Our articles of incorporation further provide that any director elected in accordance with the foregoing procedure shall hold office until the next annual meeting of shareholders and until such director’s successor shall have been elected and qualified.

In furtherance of the foregoing and effective as of the closing of the merger with Great Western, the Company’s remaining directors on the Board, based in part on the recommendation of the Governance and Nominating Committee and pursuant to the terms of our bylaws and the merger agreement with Great Western, appointed each of James P. Brannen, Frances P. Grieb, Thomas E. Henning, Stephen M. Lacy, and Daniel A. Rykhus to fill the vacancies on the Board, subject to their election or ratification of their appointment by the shareholders at this annual meeting. Frances P. Grieb and Stephen M. Lacy have been appointed to serve as Class I directors with their terms expiring at this annual meeting, and thus their appointment to that class is being approved and ratified under our articles of incorporation in connection with their nomination for election to the Board in Proposal One. Messrs. Henning and Rykhus were appointed to serve as Class II directors with their terms expected to expire at our annual meeting of shareholders to be held in 2023, and Mr. Brannen was appointed to serve as a Class III director with his term expected to expire at our annual meeting of shareholders to be held in 2024, subject in each instance to the ratification vote of their appointment by the shareholders at this annual meeting.

Each of Messrs. Brannen, Henning, and Rykhus are believed to possess the skills, experience, and personal attributes needed to guide, along with the Company’s other directors, the Company’s strategy and to effectively oversee the Company’s risk management framework and management’s execution of its responsibilities. The following table sets forth additional information regarding Messrs. Brannen, Henning, and Rykhus.

Name and AgeDirector SinceClassTerm ExpiringPrincipal Occupation
James P. Brannen2022III2024Former CEO, FBL Financial Group, Inc.
Thomas E. Henning2022II2023Non-Executive Chair, Assurity Group, Inc.
Daniel A. Rykhus2022II2023Retired President and CEO, Raven Industries

If a quorum is present at the annual meeting, a plurality of the shares entitled to vote and present in person or represented by proxy at the meeting are needed to elect a director. This means that the two nominees for director who receive the most affirmative votes for their election will be elected for a three year term.

The Board recommends a vote “FOR” each of the nominees named above.



Directors Continuing in Office After Annual Meeting(1)
Name and Age Director Since Term Expires Principal Occupation
       
James R. Scott, 69 1971 2021 Chair of the Board, First Interstate BancSystem, Inc.
Kevin P. Riley, 59 2015 2021 President and Chief Executive Officer, First Interstate BancSystem, Inc.
Steven J. Corning, 66 2008 2020 President and Chief Executive Officer, Corning Companies
Dana L. Crandall, 54 2014 2020 Vice President-Service Delivery, Comcast
Charles E. Hart, M.D., 69 2008 2020 Retired President and Chief Executive Officer, Regional Health, Inc.
John M. Heyneman, Jr., 52 2018 2021 Executive Director, Plank Stewardship Initiative
David J. Jahnke, 65 2011 2021 Retired Partner, KPMG
Dennis L. Johnson, 64 2017 2020 President and Chief Executive Officer, United Heritage Financial Group
Ross E. Leckie, 61 2009 2021 Retired Executive Vice President, Allianz SE
Patricia L. Moss, 65 2017 2020 Retired President and Chief Executive Officer, Cascade Bancorp
Teresa A. Taylor, 55 2012 2021 Owner and Chief Executive Officer, Blue Valley Advisors, LLC
Peter I. Wold, 71 2016 2020 President, Wold Energy Partners, LLC and CEO, Wold Oil Properties, LLC
(1) Does not include James R. Scott, Jr. or Randall I. Scott, the two nominees for election to the Board at the annual meeting.



PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

RSM US LLP was appointed by the Audit Committee of the Board as our independent registered public accounting firm for the year ending December 31, 2019. While the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm, the Audit Committee has requested that the Board submit the selection of RSM US LLP to our shareholders for ratification as a matter of good corporate governance. No representatives of RSM US LLP are expected to be present at the annual meeting.
Neither the Audit Committee nor the Board is required to take any action as a result of the outcome of the vote on this proposal. However, if our shareholders do not ratify the selection of RSM US LLP as the selected independent registered public accounting firm, the Audit Committee will consider whether to retain RSM US LLP or to select another independent registered public accounting firm. Furthermore, even if the selection is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interest of the Company and our shareholders.
Proxies solicited hereby will be voted for the proposal unless a vote against the proposal or abstention is specifically indicated. If a quorum is present at the annual meeting, the affirmative vote of a majority of the voting power of the shares entitled to vote andof common stock present in person or represented by proxy at the annual meeting are neededand entitled to vote on the ratification of director appointments is required to ratify the appointment of the independent registered public accounting firm.each director’s appointment. This means that each of the appointmentthree individuals must receive the affirmative vote of RSM US LLP as the independent registered public accounting firm for the Company will be ratified if more than 50% of the votes present in person or by proxy and entitled to vote at the annual meeting are cast by shareholders in favor of ratification.

The Board recommends a vote “FOR” ratifying the appointment of RSM US LLP as our independent registered public accounting firm.



PROPOSAL THREE - APPROVAL OF CHARTER AMENDMENT TO PROVIDE FOR MAJORITY VOTING IN THE ELECTION OF DIRECTORS

Under the Montana Business Corporation Act, unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. The Board, based upon the recommendation of its Governance & Nominating Committee and other factors, has determined it to be in the best interests of the Company and its shareholders to memorialize in the Company’s articles of incorporation the adoption of a majority voting standard in the election of directors to complement the Company’s existing corporate governance policies and to further the Company’s efforts in enhancing its corporate governance practices. In furtherance of the foregoing, the Board has approved for shareholder consideration at this meeting an amendment to Section 5 of Article VI of the Company’s Second Amended and Restated Articles of Incorporation, which amendment would include a new second sentence thereto that would read in its entirety as follows:
Directors shall be elected by a majority of the voting power of the shares of capital stock present in person or represented by proxy at an annual meeting of shareholders and entitled to vote on the election of directors.
The Board believes that the proposed amendment will encourage active shareholder participation in the election of directors and enhance the Company’s existing corporate governance policies and practices. It is possible, however, that the proposed amendment could have the effect of making the election of a director more difficult in a contested election. The proposed change to a more rigorous majority voting standard is not, however, being proposed for the purpose of making a contested director election more difficult or in response to any known efforts by any person to propose a director nominee for election to the Board.
If the amendment is approved by the shareholders, the amendment will become effective upon the filing of the appropriate amendment documentation with the Montana Secretary of State. The Company intends to make any such authorized filing promptly following the annual meeting, and in any event such that the majority voting standard as so adopted in the Company’s articles of incorporation would be applicable to the election of directors at the 2020 annual meeting of shareholders.
Proxies solicited hereby will be voted for the proposal unless a vote against the proposal or abstention or non-vote is specifically indicated. If a quorum is present at the meeting, this proposal will be approved if the votes cast at the meeting by the shareholders, favoring the proposal exceed the votes cast by shareholders opposing the proposal. This means that the amendment to the charter will be approved if more than 50% of the votes present in person or by proxy that are cast by shareholders at the annual meeting, without regard to abstentions or non-votes, are cast “for” this proposal.

The Board recommends a vote “FOR” approval of the charter amendment to provide for majority voting in the election of directors.




PROPOSAL FOUR - APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES FOR THE FOREGOING PROPOSALS
We are asking our shareholders to vote on a proposal to approve the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals.
As discussed above, our Board recommends a vote FOR the election of each of the Director nominees, FOR the ratification of RSM US LLP as the Company’s independent registered public accounting firm, and FOR the Charter amendment to provide for majority voting in the election of directors. If there are insufficient proxies at the time of the annual meeting to approve any of the foregoing proposals the Company shareholders may be asked to vote on this proposal to adjourn this annual meeting to a later date to allow additional time to solicit additional proxies. The Board does not currently intend to propose adjournment at the annual meeting if there are sufficient votes to approve the foregoing matters.
Proxies solicited hereby will be voted for the proposal unless a vote against the proposal or abstention or non-vote is specifically indicated. If a quorum is present at the meeting, this proposal will be approved by the shareholders if a majority of the voting power of the shares present in person or by proxy and entitled to vote on the matter castratification of director appointments to be confirmed to the Board in their votesrespective Board classes. The persons named as proxies in favorthe proxy card accompanying these materials will vote the shares represented by a validly executed proxy card for the ratification of each of the adjournment. This means that the adjournment will be approved if more than 50% of the votes present in person or by proxy at the annual meeting and entitled to vote are cast by shareholders “for” this proposal.

The Board recommends that you vote “FOR” the approval to adjourn the annual meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals.



PROPOSAL FIVE - ADOPTION OF NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION
Section 14A of the Exchange Act provides shareholders an opportunity to cast a non-binding advisory vote to approve the compensation of the “named executive officers” identified in the Summary Compensation Table included on page 37 of this document.
The Company’s general compensation philosophy is that executive compensation should align with shareholders’ interests without encouraging excessive or unnecessary risk. First Interstate executive compensation programs, which are described in greater detail in the Compensation Discussion and Analysis portion of this document beginning on page 27, are designed to attract and retain qualified executive officers and establish an appropriate relationship between executive pay and First Interstate’s annual financial performance and long-term growth objectives. Long-term executive compensation, through awards of restricted First Interstate Class A common stock containing time- and performance-based vesting provisions, encourages growth in executive stock ownership and helps drive performance that rewards both executives and shareholders.
The advisory vote on this resolution is not intended to address any specific element of executive compensation; rather, the advisory vote relates to the compensation of the Company’s named executive officers as disclosed in this document in accordance with the Securities and Exchange Commission’s (“SEC’s”) compensation disclosure rules. The vote is advisory only, which means that it is not binding on the Company, its Board, or the Compensation Committee of the Board. The Company’s Board and its Compensation Committee value the opinions of shareholders and therefore will take into account the outcome of the vote when considering future executive compensation arrangements.
Accordingly, the shareholders are requested to vote on the following resolution at the Company’s annual meeting of shareholders:
RESOLVED, that the First Interstate shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this document pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis portion of this document, the Summary Compensation Table included in this document, and the other related tables and disclosures included in this document.
Proxies solicited hereby will be voted for the proposaldirector appointments unless a vote against the proposal or an abstention or non-vote is specifically indicated. If a quorum is present at the annual meeting, we will consider the non-binding, advisory approval of the compensation paid to our named executive officers to have occurred if the vote of a majority of the voting power of the shares present or represented by proxy at the meeting and entitled to vote on this matter is voted for the resolution. This means that the approval will be obtained if more than 50% of the votes present in person or by proxy at the annual meeting are cast by shareholders “for” this proposal.

The Board recommends a vote “FOR” the approval of the compensation of the named executive officers as disclosed in this document.



SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of March 1, 2019 for (i) each of our directors and director nominees, (ii) each of the executive officers named in the summary compensation table, (iii) all directors and executive officers as a group, and (iv) beneficial owners of more than 5% of a class of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, thatproxy card in respect of this proposal or the persons and entities named in the table below have sole voting and investment powervotes with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

Percentage of class beneficially owned as of March 1, 2019 is based on 38,281,996 shares of Class A common stock and 22,394,860 shares of Class B common stock outstanding. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed shares of each class of common stock subject to options held by that person that were exercisable on or within 60 days of March 1, 2019this proposal are determined to be outstanding. We did not deem these shares outstanding, however, forbroker non-votes as discussed below under the purpose of computingcaption “Information About the percentage ownership of any other person. In computing the number of shares of Class A common stock beneficially owned by a personShareholder Meeting.”


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Directors and the percentage of Class A common stock ownership of that person, we assumed the conversion of any Class B common stock beneficially owned by such person into Class A common stock on a share-for-share basis. We did not deem these shares converted, however, for the purpose of computing the percentage ownership of any other person.

Certain of our directors, a director nominee, and greater than 5% shareholders, who own collectively and in the aggregate approximately 30% of our outstanding common stock and over 50% of the voting power of outstanding common stock, are members of a “group,” as that term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This group is composed of the following individuals and two entities controlled by James R. Scott and Randall I. Scott: James R. Scott, Randall I. Scott, Thomas W. Scott, John M. Heyneman, Jr., Susan S. Heyneman, and Homer A. Scott, Jr.

Unless otherwise noted below, the address for each director, director nominee, named executive officer and beneficial owner of more than 5% of a class of our common stock listed in the table below is: c/o First Interstate BancSystem, Inc., 401 North 31st Street, Billings, Montana 59101.



BENEFICIAL OWNERSHIP TABLE
  Class A Common Stock Class B Common Stock
  Beneficially Owned Beneficially Owned
Name of Beneficial Owner Number Percent Number Percent
         
Directors and nominees for director      
James R. Scott(1)
 4,932,217 11.4% 4,862,707 21.7%
Randall I. Scott(2)
 4,755,839 11.1 4,738,975 21.2
John M. Heyneman, Jr.(3)
 1,674,505 4.2 1,669,893 7.5
Jonathan R. Scott(4)(#)
 755,336 1.9 741,973 3.3
William B. Ebzery(5)(#)
 144,750 * — *
Kevin Riley 104,894 * — *
Charles E. Hart, M.D.(6)
 29,252 * — *
Steven J. Corning(7)
 25,962 * 15,208 *
Ross E. Leckie 19,231 * — *
James R. Scott, Jr. 18,358 * — *
David L. Jahnke 11,085 * — *
Patricia L. Moss(8)
 8,405 * — *
Peter I. Wold 8,372 * 6,884 *
Teresa A. Taylor 6,627 * — *
Dana L. Crandall 5,245 * — *
Dennis L. Johnson 2,444 * — *
         
Named executive officers who are not directors        
Marcy D. Mutch(9)
 30,001 * — *
William D. Gottwals 26,018 * — *
Kirk D. Jensen 14,491 * — *
Jodi Delahunt Hubbell 14,052 * — *
Philip G. Gaglia(10)
 12,168 * — *
Stephen W. Yose 8,420 * — *
         
All executive officers and directors as a group (21 persons) 7,827,573 17.2 7,296,665 32.6
         
5% or greater security holders        
  Scott Family Control Group(11)
 16,298,982 29.9 16,165,841 72.2
  First Interstate Bank(12)
 4,575,794 10.9 3,813,320 17.0
  N Bar 5 Limited Partnership 3,795,676 9.0 3,795,676 16.9
  Vanguard Group, Inc.(13)
 3,167,921 8.3 — *
100 Vanguard Blvd.        
Malvern, PA 19355        
  Macquarie Group, Limited(14)
 2,719,902 7.1 — *
50 Martin Place        
Sydney, NSW 2000 C3 2000        
  BlackRock, Inc.(15)
 2,472,238 6.5 — *
      55 East 52nd Street        
      New York, NY 10055        
Thomas W. Scott(16)
 2,253,038 5.6 2,251,938 10.1
Homer A. Scott, Jr. 2,250,673 5.6 2,221,703 9.9
J.S. Investments 2,127,036 5.3 2,127,036 9.5
         
* Less than 1% of the class of common stock outstanding.
# The tenures of Jonathan R. Scott and William B. Ebzery will end on May 2, 2019.
Executive Officers


(1)
Includes 2,127,036 Class B shares owned beneficially as managing partner of J.S. Investments Limited Partnership, 35,240 Class B shares owned beneficially as president of the James R. and Christine M. Scott Family Foundation, 73,002 Class B shares owned beneficially as conservator for a Scott family member, 7,096 Class B shares owned beneficially as trustee for a Scott family member, 322,641 Class B shares and 37,663 Class A shares owned beneficially as a board member of Foundation for Community Vitality, a non-profit organization, and 17,764 Class A shares owned through our profit sharing plan.
(2)
Includes 3,795,676 Class B shares owned beneficially as managing general partner of Nbar5 Limited Partnership, 357,840 Class B shares owned beneficially as general partner of Nbar5 A Limited Partnership, 429,180 Class B shares owned beneficially as co-trustee for Scott family members, and 9,648 Class A shares owned through our profit sharing plan.
(3)
Includes 1,085,792 Class B shares owned beneficially as managing general partner of Towanda Investments, Limited Partnership, and 429,180 Class B shares owned beneficially as co-trustee for Scott family members.
(4)
Includes 162,352 Class B shares owned beneficially as trustee for Scott family members.
(5)
Includes 31,000 Class A shares owned through a family limited partnership, and 2,214 Class A shares issuable under stock options.
(6)
Includes 4,186 Class A shares issuable under stock options.
(7)
Includes 1,960 Class B shares issuable under stock options and 1,972 Class A shares issuable under stock options.
(8)
Includes 380 Class A shares owned through our profit sharing plan.
(9)
Includes 164 Class A shares owned through our profit sharing plan.
(10)
Includes 1,079 Class A shares owned through our profit sharing plan.
(11)
The Scott Family Control Group includes Randall I. Scott, N Bar 5 Limited Partnership, James R. Scott, J.S. Investments Limited Partnership, John M. Heyneman, Jr., Thomas W. Scott, Homer A. Scott, Jr. and Susan S. Heyneman. The group beneficially owns an aggregate of 16,298,982 shares, representing 53.9 percent of the voting power of the outstanding common stock.
(12)
Includes 686,063 Class A shares that may be deemed to be beneficially owned as trustee of our profit sharing plan, 76,411 Class A shares that may be deemed to be beneficially owned as trustee for Scott family members and 3,813,320 Class B shares that may be deemed to be beneficially owned as trustee for Scott family members. Shares owned beneficially by First Interstate Bank, as trustee, may also be beneficially owned by participants in our profit sharing plan and certain Scott family members.
(13)
Based solely on a Schedule 13G filed with the SEC on February 11, 2019. Includes: (1) 29,070 shares of First Interstate common stock held by Vanguard Fiduciary Trust Company a wholly-owned subsidiary of the Vanguard Group Inc. As a result of its serving as an investment manager of collective trust accounts; and (2) 5,160 shares of First Interstate common stock by Vanguard Investments LTD., a wholly-owned subsidiary of the Vanguard Group, Inc. as a result of its serving as an investment manager of Australian investment offerings.
(14)
Based solely on a Schedule 13G filed with the SEC on February 14, 2019. Macquarie Group Limited and Macquarie Bank Limited both report beneficial ownership over these shares because of their ownership in the following two entities but no voting or dispositive power over such shares, and Macquarie Investment Management Holdings Inc. and Macquarie Investment Management Business Trust both report sole voting and dispositive power over 2,710,093 of such shares.
(15)
Based solely on a Schedule 13G filed with the SEC on February 8, 2019. BlackRock, Inc. reports sole voting power over 2,395,386 shares and sole dispositive power over 2,472,238 shares. All of the securities are reported as beneficially owned by BlackRock, Inc. and its direct or indirect subsidiaries in their various fiduciary capacities.
(16)
Includes 222,528 Class B shares owned beneficially as managing member of IXL Ranch, LLC.



Directors and Executive Officers

The following table sets forth information concerning each of our directors, who will be continuing as such after the annual meeting, director nominees and executive officers.
The following table sets forth information concerning each of our directors, director nominees, and executive officers. Additional biographical information for each of these individuals follows below under the caption "Business Biographies.
NameAgePosition
David L. Jahnke68
James R. Scott69ChairmanChair of the Board
Kevin P. Riley5962President, Chief Executive Officer, and Director
Steven J. CorningStephen B. Bowman6658Director
Dana L. CrandallJames P. Brannen5459Director
Philip G. GagliaAlice S. Cho55Director
Scott E. Erkonen50Executive Vice President and Chief RiskInformation Officer
CharlesFrances P. Grieb61Director
Thomas E. Hart, M.D.Henning69Director
John M. Heyneman, Jr.5254Director
Jodi Delahunt Hubbell5356Executive Vice President and Chief Operating Officer
David L. Jahnke65Director
Kirk D. Jensen4852Executive Vice President and General Counsel
Dennis L. Johnson6764Director
Karlyn M. Knieriem54Executive Vice President and Chief Risk Officer
Stephen M. Lacy68Director
Ross E. Leckie6163Director
Russell A. Lee65Executive Vice President and Chief Banking Officer
Patricia L. Moss6568Director
Marcy D. Mutch5962Executive Vice President and Chief Financial Officer
Renee L. NewmanJoyce A. Phillips49Executive Vice President and Chief Banking Officer
Kade G. Peterson53Executive Vice President and Chief Information Officer
James R. Scott, Jr.4159Director
Randall I. ScottDaniel A. Rykhus6557Director Nominee
Teresa A. Taylor55Director
Peter I. Wold71Director

Business Biographies

James R. Scott72Director
Jonathan R. Scott47Director
James R. Scott














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Business Biographies
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David L. Jahnkehas been a director of ours since 1971, the ChairmanSeptember 2011, Chair of the Board since January 2016, the ExecutiveMay 2020, and Vice ChairmanChair of the Board from 2012August 2019 to January 2016,May 2020. In 2010, Mr. Jahnke completed a 35-year career as a partner of KPMG with a focus on global clients, especially in the financial services industry. He currently serves as a Director and the Vice ChairmanChair of the Board from 1990audit committee to 2012.Swiss Re America Holding Corporation and its primary related U.S. operating companies. Mr. Scott has servedJahnke also serves as a director of First Interstate Bank since 2007, serving as Chairman since 2011. Mr. Scott is managing partner of J.S. Investments, Vice PresidentDirector, Chair of the Foundation for Community Vitality, boardaudit committee, and member of First Interstate BancSystem Foundation, and lifetime trustee at Fountain Valley School of Colorado. Mr. Scott also served as Chairman of the Padlock Ranch Corporation from 1999-2017, Homer A. and Mildred S. Scott Foundation from 1990compensation committee to 2006, and Chairman of Scott Family Services,Schnitzer Steel Industries, Inc. from 2003 to 2012. Mr. Scott is the father of James R. Scott, Jr., and the uncle of Jonathan R. Scott, John M. Heyneman, Jr., and Randall I. Scott.a NASDAQ-listed company.
The qualifications of Mr. ScottJahnke for service on the Board as identified by the Board include the following: Mr. ScottJahnke has significant executive management, businessexperience in the accounting, auditing, and corporate governance experience as a result of his years offinancial service to the Companyindustries, both nationally and other family-related businesses.internationally. Mr. ScottJahnke has extensive knowledge ofin the key issues, dynamics, and trends affecting the Company, its business, and the banking industry in general. He also has extensive knowledge regarding fiduciary obligations, insurance, and other legal requirements and duties of the Company’s unique challenges, regulatory environment, and history.a public company. Mr. ScottJahnke serves as ChairmanChair of the Executive Committee and serves onis a member of the Compensation Committee,Governance and Nominating & Governance Committee, and the Technology Committee.


Kevin P. Riley
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Kevin P. Riley has been President and Chief Executive Officer of the Company and First Interstate Bank and a member of the Board of Directors since September 2015. Prior to his current role, Mr. Riley served as an Executive Vice President and the Chief Financial Officer from 2013 to 2015. Mr. Riley leads First Interstate Bank with expertise drawn from more than 3234 years of experience in the banking industry. In December 2021, he completed his term representing the Federal Reserve Bank, Ninth District, serving as a member of the Federal Advisory Council. Mr. Riley serves as Chair of the First Interstate BancSystem Foundation board of directors. Mr. Riley also serves on the Pacific Bankers Management Institute Board of Directors and the Billings Catholic Schools Foundation Board. Prior to joining the organization, heMr. Riley was an Executive Vice President and Chief Financial Officer for Berkshire Hills Bancorp in Massachusetts and he served in various executive-level positions with KeyCorp. Mr. Riley earned a Bachelor of Science degree in business administration from Northeastern University in Boston, Massachusetts.
The qualifications of Mr. Riley for service on the Board as identified by the Board include the following: Mr. Riley has extensive knowledge of key issues, dynamics, and trends affecting the Company, its business, and the banking industry in general. Mr. Riley also provides strategic insight and direction to the Company. Mr. Riley serves on the Executive Committee.
Steven J. Corning
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Steven J. Corning
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Stephen B. Bowman has been a director since February 2021. Mr. Bowman served as Chief Financial Officer of oursThe Northern Trust Corporation from 2014 until his retirement in 2020. As CFO, Mr. Bowman was responsible for the Company’s Global Finance function including Controller’s group, Financial Planning and Analysis, Tax, Investor Relations, Treasury, Capital Adequacy, Business Unit Finance, Corporate Real Estate, Procurement, Fee Billing, and Finance Technology. Prior to his CFO role, Mr. Bowman served in various leadership positions at The Northern Trust Corporation, including Chief Human Resources Officer and CEO of Northern Trust’s European region and North American region. Mr. Bowman is a National Trustee of Miami University and serves as the Chair of the Investment Subcommittee. Mr. Bowman also serves as Board Chair for Glenwood Academy. Mr. Bowman is a graduate of Miami University and earned an MBA from DePaul University.
The qualifications of Mr. Bowman for service on the Board as identified by the Board include the following: Mr. Bowman has significant knowledge in the financial services industry, executive management, and legal requirements and duties of public companies. Mr. Bowman qualifies as a financial expert and serves on the Audit and Compensation and Human Capital Committees.
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James P. Brannen served as Chief Executive Officer of FBL Financial Group, Inc., a publicly held financial services company, from August 2012 through his retirement in January 2020. Prior to that, Mr. Brannen served for 21 years at FBL Financial Group, Inc. in various roles including Chief Financial Officer, Chief Administrative Officer and Treasurer, and Vice President of Finance. Mr. Brannen serves on the Amerisure board and chairs the Audit Committee. He also serves on the Glove Life, Inc. board and serves on the compensation committee. Mr. Brannen previously served as a member of the boards of Great Western Bancorp, the Iowa Business Council, the Greater Des Moines Partnership, Property Casualty Insurers Association of America, the Federation of Iowa Insurers and the Central Iowa Water Trails Campaign Advisory Council. Additionally, he was the 2020 Campaign Chair for the United Way of Central Iowa. In 2015, Mr. Brannen was named "Outstanding CPA in Business & Industry" by the Iowa Society of Certified Public Accountants.
The qualifications of Mr. Brannen for service on the Board as identified by the Board include the following: Mr. Brannen has more than 32 years of relevant business experience in the banking and financial services industry, including Chief Executive Officer and public company management experience. Mr. Brannen serves on the Executive and Technology Committees.
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Alice S. Cho has been a director since 2008.  Mr. CorningMay 2020. Ms. Cho is a Senior Advisor at the Boston Consulting Group. From 2017 to 2020, Ms. Cho served as Advisor to Varo Money, Inc., the nation’s first fintech to receive regulatory approvals to operate as a bank. In that role, Ms. Cho advised the Board, the CEO, and senior management on managing risk in the context of an innovative, digital-only business model. From 2005 to 2017, Ms. Cho served in various leadership roles, including Managing Director and the head of the West Coast Practice, at Promontory Financial Group. In that capacity, she was responsible for leading engagements and for advising directors and top executives of global financial institutions and leading fintech companies on issues relating to crisis management, corporate governance, enterprise risk management, and regulatory strategy. Prior to joining Promontory, Ms. Cho was director at BITS, the technology arm of the Bank Policy Institute. Earlier, Ms. Cho served as Special Advisor to Vice Chair Alice M. Rivlin at the Federal Reserve Board in Washington, D.C., and worked on banking policy issues at the U.S. Office of Management and Budget. Ms. Cho serves on the Advisory Council at the University of Chicago Harris School of Public Policy. She is a graduate of Whitman College and earned a M.A. from the University of Chicago.
The qualifications of Ms. Cho for service on the Board as identified by the Board include the following: Ms. Cho has significant knowledge in risk management and regulatory compliance issues. She also has knowledge in strategic initiatives and technology innovation, including digitization, in the financial services industry. Ms. Cho qualifies as a financial expert and risk expert and serves on the Audit, Risk, and Technology committees.
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Scott E. Erkonen joined First Interstate as Executive Vice President and Chief Information Officer on February 1, 2022. Prior to his current position, Erkonen served as the Chief Information Officer for Great Western Bank since 2016 and provided overall leadership and executive oversight for Information Technology and Information Security. He has held various roles in more than 25 years in the industry, including Senior Vice President of Home Federal Bank; Director of Client Relationships for Orange Parachute – specializing in Information Security, Cyber Risk Management and Information Technology Governance; and Infrastructure and Information Security for First Premier Bank and First Premier Bankcard. Erkonen serves on the Board of First Priority of the Great Plains and remains active in the community as a volunteer for various nonprofit organizations and advisory boards. He attended Augustana University in Sioux Falls, SD, and is a former faculty member at the Graduate School of Banking at the University of Wisconsin-Madison.





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Frances P. Grieb has been a director since February 2022 and previously was a director of Great Western Bancorp and Great Western Bank since July 2014. Ms. Grieb is a retired partner with nearly 30 years of public accounting experience with Deloitte LLP, including leadership roles as Lead Client Service Partner and Audit Partner, Deputy Professional Practice Director, Midwest Region Audit Women’s Initiative Leader, Midwest Region Women’s Initiative Executive Council, Diversity and Inclusion Initiative Leader andFinancial Services Leader for the Nebraska/Iowa practice and National Banking Practice FDICIA Implementation Group. Ms. Grieb has worked with a broad array of financial service entities throughout her career. Additionally, Ms. Grieb has five years of banking industry experience with Packers National Bank, Omaha, Nebraska. Ms. Grieb is also a Fellow of the Life Management Institute (FLMI), a professional designation in advanced insurance and financial services concepts and practiced as a CPA for 30 years. Ms. Grieb serves on the National Advisory Board of the College of Business at the University of Nebraska at Omaha and is a member of the AICPA, United Way of the Midland’s Women’s Leadership Council, and the National Association of Corporate Directors. Ms. Grieb earned her Bachelor of Science in Business Administration with an emphasis in Accounting from the University of Nebraska at Omaha.
The qualifications of Ms. Grieb for service on the Board as identified by the Board include the following: Ms. Grieb has significant relevant public company and board and business experience in the financial services industry, including banking, insurance, broker-dealer, investment company and real estate audit and consulting, and extensive experience with corporate governance and regulatory matters. Ms. Grieb served as the chair of the audit committee and member of the board risk committee of Great Western Bancorp from 2014 to 2022 and also served terms on the wealth management committee and governance and nominating committee of Great Western Bancorp.Ms. Grieb brings to the Board her vast experience working closely with public companies focusing on accounting and reporting, internal controls, regulatory and governance matters.Ms. Grieb qualifies as a financial expert and risk expert and serves as a member of the Audit and Risk Committees.
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Thomas E. Henning currently serves as the Non-Executive Chair, and for over 25 years served as President and Chief Executive Officer, of Corning Companies,Assurity Group Inc., a real estate development firm,privately held life and has also been thehealth insurance company. From 1985 through 1990, he served as Executive Vice President of First Commerce Bancshares and President and broker/ownerChief Operating Officer of Corning Companies Commercial Real Estate Services since 1979.  Mr. Corning received his Bachelorits lead bank, the National Bank of Arts degree in American Government, Cum Laude, from Harvard University.
The qualificationsCommerce. From 1983 through 1985, he was President and Chief Executive Officer of Mr. Corning identified by the Board include the following:  Mr. Corning has significant executive management, business ownership and entrepreneurial experience as a result of his years in the real estate development industry, which gives him a unique perspective as to real estate and property trends.  Mr. Corning has extensive knowledge in key issues, dynamics and trends that affect the Company, including real estate, real estate development, asset management, investment consulting, and the health care industry.  Mr. Corning qualifies as an independent director and serves on the Compensation and Risk Committees.
Dana L. Crandall
Dana L. Crandall has been a director of ours since 2014.  Ms. Crandall has over 25 years of experience in executive management and global operations.  She has been Vice President - Service Delivery of Comcast, a public company with more than 120,000 employees, since December 2013.First Commerce's Overland National Bank subsidiary. Prior to that, Ms. Crandall wasMr. Henning served as a Managing Director and Chief Information Officer of British Telecom from 2009 to 2013, Vice President - Network Strategy and Call Center Operations at Qwest Communications from 2005 to 2009, andloan officer specializing in agriculturally related credits. Mr. Henning also served in various other executive-level positions with Qwest Communications from 1992 to 2005. Ms. Crandall received her Bachelor of Science degree in Electrical Engineering from the University of Denver in 1987 and her Master in Business Administration degree from Northwestern University - Kellogg School of Management in 2001.
The qualifications of Ms. Crandall identified by the Board include the following:  Ms. Crandall has significant knowledge in strategic planning, technology development, and operations management.  She also has knowledge on the fiduciary obligations, governance, operations practices,board of directors of Great Western Bank and other requirements and dutiesFederal Home Loan Bank of a public company. Ms. Crandall qualifiesTopeka, where he served as an independent director and serves as Chairmanchair of the Technology Committeerisk management oversight committee and as a member of the Audit Committee.
Philip G. Gaglia
Philip G. Gaglia has been an Executive Vice President of First Interstate since 2018, a Senior Vice President from 2009 to 2018,executive, audit and Chief Risk Officer of First Interstate since 2012. Prior to his current position, Mr. Gaglia served as Vice President and General Auditor of First Interstate Bank from 2003 to 2010, in internal audit from 1991 to 2003, and various operations roles from 1989 to 1991. Mr. Gaglia has a Bachelor of Science degree in Business with a Management option from Montana State University - Billings in Billings, Montana and is a graduate of the Pacific Coast Banking School.
Charles E. Hart, M.D.
Charles E. Hart, M.D., M.S. has been a director of ours since 2008.  Dr. Hartcompensation committees. He currently serves on the 340B Health Board as well as the South Dakota Community Foundation Board where he is Chairman of the Audit Committee and a member of the Investment Committee. Previously, Dr. Hart served as President and Chief Executive Officer of Regional Health, Inc., a not-for-profit healthcare system serving western South Dakota and eastern Wyoming from 2003 to 2015.  Dr. Hart served as a director, Board Vice-Chairman and Chairman of the governance committee of the board of directors of Premier Inc.,Nelnet, a healthcare purchasing organization listed on the NASDAQ exchange, and past Chairman of the Board and board member of Safety Net Hospitals for Pharmaceutical Access. Dr. Hart received his Bachelor of Science degree in Pre-professional Studies from the University of Notre Dame, his Doctor of Medicine degree from the University of Minnesota, and his Masters of Science in Administrative & Preventative Medicine from the University of Wisconsin.        


The qualifications of Dr. Hart identified by the Board include the following:  In addition to his understanding of community needs in the practice of medicine, Dr. Hart has significant experience in executive management and businesspublic education finance company, where he serves as a result of years of administrative service in the healthcare industryLead Independent Director, as well as service on other community boards. Dr. Hart has extensive knowledge in key issues, dynamics, and trends that affect the Company and understands the economies of our region and communities the Company serves. Dr. Hart brings geographic diversity to the Board. Dr. Hart qualifies as an independent director and serves as Chairmanchair of the Nominating & Governance Committee. Dr. Hart is alsoaudit committee and as a designated financial expert and as a member of the Compensation Committee.executive, finance and risk management committees. Mr. Henning also serves on the First Interstate BancSystem Foundation board.
Mr. Henning's qualifications to serve on the Board include his over 32 years of relevant business experience in the banking and financial services industry and significant management and leadership experience. Mr. Henning also completed a comprehensive program of study by National Association of Corporate Directors ("NACD"). Mr. Henning is a Chartered Financial Analyst and brings substantial financial expertise and experience to the Board. Mr. Henning qualifies as a risk expert and serves on the Risk and Technology Committees.
John M. Heyneman, Jr.
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John M. Heyneman, Jr. has been a director of ours since May 2018 and was previously a director of ours from 1998 to 2004 and from 2010 to 2016. Mr. Heyneman is based in Sheridan, Wyoming as the Executive Director for the Plank Stewardship Initiative, a nonprofit organization providing technical solutions to ranchers in the Northern Great Plains. Additionally, Mr. Heyneman is ChairmanChair of the Padlock Ranch, a diversified cow-calf, farm, and feedlot operation based in Dayton, Wyoming. From 2005 to 2010, Mr. Heyneman contracted with the North Main Association, a private non-profit organization focused onwas involved in economic development and business recruitment in Sheridan, Wyoming from February of 2013Wyoming. From 1998 to December of 2015. From November 2009 to November 2012, Mr. Heyneman served as the Wyoming Project Manager for Sonoran Institute, a non-profit organization based in Tucson, Arizona. From 2005 to November 2009, Mr. Heyneman served as the General Manager of North Rim Ranch, LLC, amanaged and worked on large cattle ranchranches on public, private, and tribal lands in northern Arizona, Utah, Montana, and southern Utah. Prior to this position, from 1998 to 2005, Mr. Heyneman served as an Assistant Manager at Padlock Ranch, in Dayton, Wyoming. Mr. Heyneman received a Master of Science Degree from Montana State University Bozeman, and a Bachelor of Arts degree in American Studies from Carleton College. Mr. Heyneman is an N.A.C.D Leadership Fellow.Fellow and has completed several executive education programs at the Northwestern University - Kellogg School of Management. Mr. Heyneman is the nephew of James R. Scott and the cousin of Jonathan R. Scott, James R. Scott, Jr., and Randall I. Scott. Mr. Heyneman was recommended for Board service by the Scott Family Council.
The qualifications of Mr. Heyneman for service on the Board as identified by the Board include the following: Mr. Heyneman brings to the Board executive management and business experience from the agriculture industry. Mr. Heyneman understands the economies of the region and communities the Company serves. Mr. Heyneman also possesses knowledge of the Company’s unique challenges, regulatory environment, and history as a result of his years of service to the Company. Mr. Heyneman isserves as Chair of the Governance and Nominating Committee and as a member of the Compensation Committee and the Nominating & GovernanceExecutive Committee.
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Jodi Delahunt Hubbell
Jodi Delahunt Hubbell has been the Company’s Chief Operating Officer since 2018 and Executive Vice President and Chief Banking Officer -– West from 2017 to 2018. Ms. Delahunt Hubbell, as previously announced, has notified the Company that she would be departing from the employment of the Company effective May 31, 2022. Ms. Delahunt Hubbell has over 30 years of diverse banking experience, including executive leadership roles in retail, small business, commercial, finance, and risk management. Prior to her employment with the Company, Ms. Delahunt Hubbell was Executive Vice President and Director, Risk Management at Zions Bancorporation in Salt Lake City. Beginning her banking career in 1987 as a management trainee in Portland, Oregon, the vast majority of her extensive experience has been in the western U.S.,United States, with banks such as The Commerce Bank of Oregon, Zions Bancorporation, U.S. Bancorp, and Centennial Bank. Ms. Delahunt Hubbell earned a bachelor’s degree in Business Administration from the University of Portland, received a Human Resource Management Certificate from Villanova University, and completed Wharton’s RMA Advanced Risk Management program in 2016.
David L. Jahnke
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David L. Jahnke has been a director of ours since September 2011.  In 2010, Mr. Jahnke completed a 35-year career as a partner of KPMG with a focus on global clients, especially in the financial services industry.  He currently serves as a Director and Chairman of the audit committee to Swiss Re America Holding Corporation and its primary related US operating companies.  Mr. Jahnke also serves as a Director, Chairman of the audit committee and member of the compensation committee to Schnitzer Steel Industries, Inc., a NASDAQ-listed company.
The qualifications of Mr. Jahnke identified by the Board include the following:  Mr. Jahnke has significant experience in the accounting, auditing, and financial service industries, both nationally and internationally.  Mr. Jahnke has extensive knowledge in the key issues, dynamics and trends affecting the Company, its business, and the banking industry in general.  He has extensive knowledge regarding fiduciary obligations, insurance, and other legal requirements and duties of a public company.  Mr. Jahnke qualifies as an independent director, financial expert, and a risk expert. Mr. Jahnke serves as Chairman of the Audit Committee and is a member of the Risk Committee and Executive Committee.



Kirk D. Jensen
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Kirk D. Jensen has beenis Executive Vice President and General Counsel ofand joined First Interstate sincein January 2017, and Senior Vice President and General Counsel from 2016 to 2017.2016. Prior to his employment with First Interstate, Mr. Jensen was a founding partner withof the law firm BuckleySandler LLP in Washington, D.C., from 2009 to 2015,where he advised financial institutions on a variety of regulatory compliance matters and practiced lawrepresented financial institutions in federal and state government enforcement actions and high-stakes litigation. In 2018 he was recognized with firmsthe Global Counsel Award for Financial Services-Regulatory by the Association of Corporate Counsel and Lexology. He is a fellow of the American College of Consumer Financial Services Lawyers and has held various leadership positions in Washington, D.C. since 2001.the American Bar Association’s Business Law and Litigation Sections. Mr. Jensen clerked for the Honorable Deanell Reece Tacha, Chief Judge of the United States Court of Appeals for the Tenth Circuit, from 2000 to 2001.Circuit. He earned his Juris Doctor degree from Duke University School of Law in Durham, North Carolina, and his Bachelor of Arts degree in Classical Studies from Brigham Young University in Provo, Utah. Mr. Jensen also serves on the First Interstate BancSystem Foundation board.
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Dennis L. Johnson
Dennis L. Johnsonhas been a director of ours since May 2017. Prior to his retirement in 2020, Mr. Johnson has beenwas President and Chief Executive Officer of United Heritage Mutual Holding Company since 2001, and United Heritage Financial Group and United Heritage Life Insurance Company, which are insurance, annuity, and financial products companies, since 1999. Mr. Johnson served as President and Chief Executive Officer of United Heritage Financial Services, a broker-dealer, from 1994 to 19981994-1998 and served as General Counsel of United Heritage Mutual Holding Company and its predecessor and certain of its affiliates from 1983 to 1999. Mr. Johnson is a former trustee of the Public Employees Retirement System of Idaho and currently serves on the Idaho Citizens’ Committee on Legislative Compensation, appointed by the Idaho Supreme Court. Mr. Johnson also sits on the Boardboard of Directorsdirectors of IDACORP, Inc. and Idaho Power Company.
The qualifications of Mr. Johnson for service on the Board as identified by the Board include the following: Mr. Johnson has significant experience in the insurance industry and risk management issues. Mr. Johnson qualifies as an independent director, a financial expert aand risk expert, serves as the Chair of the Risk Committee, and is a member of the Audit Committee and Technology Committees.
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Karlyn Knieriem has served as the Company’s Executive Vice President and Chief Risk Committee.Officer since February 1, 2022. With more than 25 years of experience in financial services across a variety of roles including finance, treasury, retail, credit and risk management, Ms. Knieriem first began this role in 2018 with Great Western Bank – originally joining as the Head of Enterprise Risk Management in 2016. In addition to these roles, Ms. Knieriem also enjoyed a lengthy career at First National Bank of Omaha, where she worked in a number of senior leadership positions. Ms. Knieriem earned a Bachelor of Science in Business Administration degree with specialization in Accounting from the University of Nebraska at Omaha.
Ross E. Leckie
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Stephen M. Lacy is the retired Chair of Meredith Corporation, a public media and marketing company serving American women. He joined Meredith Corporation in 1998 as Vice President and Chief Financial Officer. He served as Vice President and Chief Financial Officer until 2006 and Chief Executive Officer from 2006 until 2019. He was appointed Chair of Meredith Corporation in 2010 and served until his retirement in November 2020. Mr. Lacy also served on the board of directors of Great Western Bancorp. He currently serves on the board of directors of Hormel Foods Corporation, a public corporation, where he is chair of the compensation committee and serves on its audit committee. Mr. Lacy also serves on the board of the Kansas State University Alumni Association, The Community Foundation of Greater Des Moines, and United Way of Central Iowa.
Mr. Lacy's qualifications to serve on the Board include his significant public company management experience and public company board experience. As the leader of Meredith Corporation and his other board memberships, Mr. Lacy also brings several years of public company corporate governance experience to our Board. Mr. Lacy serves on the Compensation and Human Capital and Governance and Nominating Committees.
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Ross E. Leckie has been a director of ours since May 2009. In October 2008, Mr. Leckie completed a 27-year career as a partner with KPMG. During that time, his focus was on public companies and financial services clients. Commencing in 2000, Mr. Leckie was based in Frankfurt, Germany, ultimately serving as KPMG’s Global Lead Partner for a global investment/universal bank and as a Senior Technical and Quality Review Partner for a global investment/universal bank based in Zurich, Switzerland. After retiring from KPMG, Mr. Leckie continued to provide advisory services on a selective basis for global and domestic financial services companies including to Allianz, a global financial services group based in Munich, Germany. In 2011, he joined Allianz in Munich full time, taking on consultative and quality assurance roles in the office of the Chief Financial Officer. After returning to the U.S. in late 2013, he continued to serve Allianz in Munich on a part-time basis through 2016. Additionally, in 2012 and 2013, Mr. Leckie served as Deputy-Chair of the Board and Audit Committee Chair of Allianz Bank Bulgaria.
The qualifications of Mr. Leckie for service on the Board as identified by the Board include the following: Mr. Leckie has significant experience in the accounting, auditing, and financial services industries, both nationally and internationally. Mr. Leckie has extensive knowledge in the key issues, dynamics, and trends affecting the Company, its business, and the banking industry in general. Mr. Leckie has extensive knowledge regarding fiduciary obligations and other legal requirements and duties of a public company. Mr. Leckie qualifies as a financial expert aand risk expert, is an independent director, serves as ChairmanChair of the RiskAudit Committee, and is a member of the Audit Committee.Executive and Risk Committees.

Patricia L. Moss
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Russell A. Lee has been the Company’s Executive Vice President and Chief Banking Officer since January 2020. Mr. Lee leads the retail, commercial, and wealth management teams. Mr. Lee joined the Company as an Executive Vice President in August of 2018 to lead Special Projects. Prior to this, Mr. Lee was President and CEO of Inland Northwest Bank (INB) until it was acquired by First Interstate. Mr. Lee has over 40 years of community banking experience including serving as President of two other Pacific Northwest community banks prior to INB. Mr. Lee has a Master of Business Administration Degree from Western Washington University as well as an undergraduate degree in cello performance from Luther College in Decorah, Iowa. Mr. Lee also serves on the First Interstate BancSystem Foundation board.
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Patricia L. Moss has been a director of ours since May 2017. Ms. Moss served as Chief Executive Officer of Bank of the Cascades and President and Chief Executive Officer of Cascade Bancorp from 1998 to 2012. She currently serves as a Directordirector of MDU Resources, Inc., the Oregon Investment Council and funds within the Aquila Group of Funds. Ms. Moss is a former director of the Oregon Investment Council, a former board member of Clear One Health Plans and the Oregon Growth Board, and has served on various community boards, including Central Oregon Community College, Oregon State University Cascades Campus, and St. Charles Medical Center.
The qualifications of Ms. Moss qualifies as an independent director and servesfor service on the Board as identified by the Board include the following: Ms. Moss has significant banking experience as a result of being CEO of the Bank of the Cascades and Cascade Bancorp. This also provides knowledge of the unique history of the company prior to and after merging with First Interstate Bank. Ms. Moss serves as Chair of the Compensation Committee, the Governance & Nominatingand Human Capital Committee and as a member of the Executive Committee.and Governance and Nominating Committees.
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Marcy D. Mutch
Marcy D. Mutch has been our Executive Vice President and Chief Financial Officer since September 2015. Prior to her current role, Ms. Mutch served as the Bank’s Senior Vice President and Investor Relations Officer from 2010 to 2015 and as Vice President of Corporate Tax from 2006 to 2010. Ms. Mutch contributes over 30 years of financial industry experience and expertise to First Interstate. Additionally, she currently serves on the Montana Chamber of Commerce board of directors. Prior to joining the Bank, she served in tax and finance positions with Citizens Development Company and as a tax manager for Eide Bailly, LLP. She earned a Bachelor of Science in business administration from Montana State University-Billings in Billings, Montana.


Renee L. Newman
Renee L. Newman has been the Company’s Executive Vice President and Chief Banking Officer since February 2018. Ms. Newman joined First Interstate in October of 2017 to lead Wealth Management and Client Experience. In February of 2018, the Board appointed her to the role of Chief Banking Officer, in which she is responsible for all client-facing channels, including the branch network, the contact center, the client experience, wealth management, and marketing and communications. Ms. Newman has over 25 years of diverse banking experience, including significant experience in commercial, retail and wealth management. Her experience spans community, regional, and large financial institutions, including Beneficial State Bank, Umpqua, and Wells Fargo.  Prior to her employment with the Company, Ms. Newman served as an executive at Beneficial State Bank in Portland, Oregon, where she oversaw community banking and cash management services. Ms. Newman is a graduate of Oregon State University and Pacific Coast Banking School.
Kade G. Peterson
Kade Petersonhas been our Executive Vice President and Chief Information Officer since May 2018. Mr. Peterson is responsible for all areas of Information Technology, including business application support, infrastructure, and information security. Mr. Peterson’s experience spans community, regional, and large financial institutions. Mr. Peterson was previously with MidSouth Bank where he was Chief Information Officer and with USAmeriBank in Tampa, FL where he was the Chief Operating Officer. Prior to that Mr. Peterson also spent 14 years at Sterling Financial Corporation, having served as its Operations and Technology Executive. He also held a variety of positions with Zions Bancorporation and BMA Core Systems. Mr. Peterson has over 30 years of diverse banking and technology experience including significant experience in continuous improvement, payment systems, and client experience. Mr. Peterson holds a Bachelor of Science in Finance from Weber State University. He is an active community participant and is passionate about youth programs. He currently serves on the boards of First Interstate Bank and the First Interstate BancSystem Foundation.
James R. Scott, Jr.
James R. Scott, Jr. has been a director of ours since May 2015. Mr. Scott has served as a Commercial Loan Manager in Medford, OR since 2017. Prior to his appointment as Commercial Loan Manager, Mr. Scott was a Vice President in the Missoula Commercial Banking group.  From 2010 to 2014, Mr. Scott was an analyst in commercial banking with Citywide Banks of Denver, Colorado.  Mr. ScottMutch earned a Bachelor of Science degree in Business Administrationbusiness administration from Montana State University in Billings, Montana. Ms. Mutch also serves on the First Interstate BancSystem Foundation board.
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Joyce A. Phillips has been a Director since February 2021. During a 25-year-plus career, Ms. Phillips has led significant businesses including retail banking, credit cards, insurance, and wealth management. Ms. Phillips is Founder and CEO of EqualFuture Corp., a FinTech startup based in San Francisco, that delivers affordable personal financial wellness via a SaaS model to individuals and businesses. Prior executive roles include Group Managing Director M&A, Chief Marketing and Innovation Officer, and CEO of Australia and New Zealand Banking Group Limited’s (ANZ) Global Wealth Division. Prior to joining ANZ, Ms. Phillips was President and Chief Operating Officer at American Life Insurance Company (ALICO), a global subsidiary of American International Group, Inc. Ms. Philips previously held senior executive roles for Citigroup including Head of International Retail Banking. In that role she was responsible for strengthening product and distribution in 42 countries. Ms. Phillips currently serves on the board of the Western Union Company (NYSE WU) and on the board of Girls Inc. NYC, a not-for-profit board dedicated to empowering young women in underserved communities. Ms. Phillips was included in the U.S. Banker "25 Most Powerful Women in Banking and Finance" list multiple years and named one of the Top 100 FinTech leaders in Asia. Ms. Phillips holds an MBA from the University of Colorado-LeedsStern School of Business at New York University. Ms. Philips also serves on the First Interstate BancSystem Foundation board.
The qualifications of Ms. Phillips for service on the Board as wellidentified by the Board include the following: Ms. Phillips has significant experience within the financial services and FinTech areas, gained through her various executive roles over the years. Ms. Phillips also possesses knowledge of the regulatory environment and has a commitment to innovation. Ms. Phillips serves as Chair of the Technology Committee and as a MBAmember of the Audit Committee.
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Daniel A. Rykhus retired as President and MastersChief Executive Officer of ScienceRaven Industries in Finance2021 after serving in that role for 11 years and for the company for 31 years in leadership positions. Raven is a publicly held corporation that serves the precision agriculture, high performance specialty films, and situational awareness markets, and was acquired by CNHi at the time of Mr. Rykhus’ retirement as CEO. Under Mr. Rykhus’s leadership, the company transformed from an industrial company to a growing technology driven organization. Mr. Rykhus also served as a member of the Universityboard of Denver-Daniels Collegedirectors of Business.Raven Industries from 2008 to 2021. He currently serves as a strategic advisor to CNHi. In addition, Mr. Rykhus also served on the board of directors of Great Western Bancorp from 2011 to 2022 and served as chair of the compensation committee and was at various times a member of the executive, audit, and governance committees. Mr. Rykhus currently serves on the boards of directors of several non-profit organizations and advises other businesses.
Mr. Rykhus' qualifications to serve on the Board include his 31 years of leadership experience and his many years of experience as a director and past audit committee member of Great Western Bancorp. As the leader of a publicly held company, Mr. Rykhus also brings several years of public company corporate governance experience to the Board. Mr. Rykhus serves on the Compensation and Human Capital and Governance and Nominating Committees.

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James R. Scott has been a director since 1971 and served as Chair of the Board from January 2016 to May 2020, the Executive Vice Chair of the Board from 2012 to January 2016, and the Vice Chair of the Board from 1990 to 2012. Mr. Scott served as a director of First Interstate Bank from 2007 to 2020, serving as Chair from 2011-2020. Mr. Scott is managing partner of J.S. Investments, Vice President of the Foundation for Community Vitality, board member of First Interstate BancSystem Foundation, board member of Padlock Ranch Corporation, board member of Blackfeet Indian Land Trust, and lifetime trustee at Fountain Valley School of Colorado. Mr. Scott also served as Chair of the Padlock Ranch Corporation from 1999-2017, Chair of Homer A. and Mildred S. Scott Foundation from 1990 to 2006, Chair of First Interstate BancSystem Foundation from 1990 to 2006, and Chair of Scott Family Services, Inc. from 2003 to 2012. Mr. Scott is the son of James R. Scott, and the cousinuncle of Jonathan R. Scott and John M. Heyneman, Jr. and Randall I. Scott. Mr. Scott was recommended for Board membership by the Scott Family Council. Mr. Scott serves on the Nominating & Governance and Risk Committees.
The qualifications of Mr. Scott for service on the Board as identified by the Board include the following: Mr. Scott has significant bankingexecutive management, business, and corporate governance experience as a result of his years of service to the Company and other family-related businesses. Mr. Scott has extensive knowledge of key issues, dynamics, and trends affecting the Company, its business, and the banking industry in general. He also possesseshas extensive knowledge of the Company’s unique challenges, regulatory environment, and history. Mr. Scott serves on the Compensation and Human Capital and Executive Committees.
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Jonathan R. Scott has significant knowledge in key issues, dynamics,been a director since 2020. Mr. Scott is an entrepreneur, focusing on small business and trends that affect the Company.
Randall I. Scott
Randall I.real estate development. Mr. Scott was previously a director of ours from 1993 to 2002, from 20032006 to 2011 and from 20122013 to 2018.2019. Mr. Scott is a certified financial planner and has beenserved as President of the managing general partner of NBar5 Limited Partnership since 1994.  In addition,Jackson, Wyoming, branch from 2011 to 2019. Prior to that appointment, Mr. Scott has served as a director of First Interstate BancSystem Foundation since 1999,in various management and other positions within the Company, including serving as Chairman since 2006.  Mr. Scott is also Chairman of Scott Family Services, Inc. and served as Vice Chairman from 2003 to 2011.  Previously, Mr. Scott worked in various capacities of the Company over a period of twenty years including as a Branch Manager of our Colstrip branch from 1983 to 1985, as a Trust Officercommunity development officer of First Interstate Bank from 1991 through 1996,2008 to 2011, president of FIB CT, LLC, dba Crytech, a related non-bank subsidiary, from 2004 to 2008, and as a consultantan employee of the Financial Services and Marketing Divisions from 1996 through 1998.1998 to 2004. Mr. Scott received his Bachelor of Science degree in BusinessEconomics from Rocky Mountain College.the University of Montana. Mr. Scott is the nephew of James R. Scott and the cousin of James R. Scott, Jr., John M. Heyneman, Jr., and Jonathan R. Scott.  Mr. Scott was recommended for Board membership by the Scott Family Council.
The qualifications of Mr. Scott for service on the Board as identified by the Board include the following: Mr. Scott has significant executivea history of achievement in management and business experience inpositions as a result of his years of service to the financial planning, banking, and non-profit industries.Company. Mr. Scott also has extensive knowledge of the Company’s unique challenges, regulatory environment, and history as a result of his years of service to the Company.


Teresa A. Taylor
Teresa A. Taylorhas been a director of ours since January 2012.  Ms. Taylor has more than 29 years of experience in technology, media, and the telecom sector.  Ms. Taylor is the owner of Blue Valley Advisors, LLC, and has served as Blue Valley Advisor’s Chief Executive Officer since May 2012.  Ms. Taylor also serves as a Director of Black Hills Energy, Inc. and T-Mobile USA.  From 1988 to 2011, Ms. Taylor worked for Qwest Communications in Denver, Colorado, where she most recently served as Chief Operating Officer, leading daily operations and a senior management team responsible for 30,000 employees in field support, technical development, sales, marketing, customer support, and IT systems.  Previous positions at Qwest include Executive Vice President - Business Marketing Group, Executive Vice President and Chief Administrative Officer, Executive Vice President - Wholesale Markets, and Executive Vice President - Product and Pricing.  Ms. Taylor received a Bachelor of Science degree from the University of Wisconsin-LaCrosse.
The qualifications of Ms. Taylor identified by the Board include the following:  Ms. Taylor has extensive knowledge in strategic planning and execution, technology development, human resources, union labor relations, and corporate communications.  She also has extensive knowledge on the fiduciary obligations, governance and compensation practices, and other requirements and duties of a public company.  Ms. Taylor qualifies as an independent director and serves as Chairman of the Compensation Committee and is a member of the Governance & Nominating Committee and the Executive Committee. Ms. Taylor also serves as lead independent director.
Peter I. Wold
Peter I. Wold has been a director of ours since December 2016.history. Mr. Wold brings experience and knowledge in several industries integral to the economies throughout the Registrant’s operational footprint, including oil and gas, coal, industrial minerals, and cattle ranching. Mr. Wold has been the President of Wold Oil Properties, LLC, an exploration and production company with primary operations in the Rocky Mountain states, since 1993, and President of Wold Energy Partners, LLC, since 2013. Mr. Wold is also the managing partner of a cattle ranch located in Wyoming. Mr. Wold was a Director and Chairman of the Denver, Colorado branch of the Federal Reserve Bank of Kansas City from 1993 through 1999, Commissioner and Chairman of the Wyoming Enhanced Oil Recovery Institute from 2003 through 2012, Director of the New York board of Oppenheimer Fund, Inc., a mutual fund company, from 2002 through 2015, a Director of Arch Coal Inc. from 2010 through 2016 and a Director of American Talc Company from 2000-2017.
The qualifications of Mr. Wold identified by the First Interstate board of directors include the following: Mr. Wold has significant knowledge in the oil and gas industries as a result of his years in those industries, which gives him a unique perspective as to trends in the energy field. Mr. Wold also has extensive knowledge regarding ranching and finance as a result of his years of experience in those industries, which are highly relevant areas of expertise in our markets and business focus. Mr. Wold also has an understanding of the region First Interstate serves. Mr. Wold qualifies as an independent director andScott serves on the Audit CommitteeRisk and Technology Committee.committees.

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Corporate Governance
CORPORATE GOVERNANCE

Our Board of Directors is accountable to our shareholders to build long-term financial performance and value and to ensure that we operate consistently with Company values and strategic vision. The Board’s responsibilities include:
þIdentifying organizational values and vision;þEnsuring prudence and adherence to ethical practices;Key Corporate Governance Documents
Please visit our website at www.FIBK.com for our corporate governance documents. Shareholders may also request a copy of any corporate governance documents by contacting our Corporate Secretary at: P.O. Box 30918, Billings, MT 59116þ
▪Corporate Governance Guidelines
▪Charters for each of the Company’s standing Board committees
▪Code of Conduct
▪Insider Trading Policy
Corporate Governance Practices
Our Board of Directors is committed to sound and effective governance practices that promote the highest standards of business ethics and integrity, provide robust oversight of management, and promote the long-term interests of our shareholders. The Board's responsibilities include:

☑Overseeing our mission, vision, and values;
☑Hiring and evaluating our Chief Executive Officer;
þ☑Providing oversight of management regarding strategic direction;
☑Ensuring management succession;
☑Monitoring our performance against established criteria;
☑Overseeing adherence to ethical practices;
☑Overseeing compliance with federal and state law;
þProviding oversight and counsel to management regarding strategic direction;þ☑Ensuring that full and fair disclosure is provided to shareholders, regulators, and other constituents;
þEnsuring management succession;þ☑Overseeing risk management; and
☑þMonitoring our performance against established criteria;þRenewing and approvingApproving certain policies for Company operations.

Board Structure and Composition

The size of our Board must be at least five and not more than eighteen,18, and the Board size currently is set at 16 in accordance with our bylaws. At the end of fiscal year 2018, there were fifteen directors serving on the Board. After the annual meeting, assuming the election of the director nominees as contemplated herein, and expiration of the tenures of Mr. William Ebzery and Mr. Jonathan Scott as discussed elsewhere herein, theThe Board will have fourteen directorsis divided into three groupsseparate classes, Classes I, II, and III, with staggered three-year terms.



The Board does not have a formal written policy with regardterms expiring at the annual shareholder meetings in 2022, 2023, and 2024 respectively. Our Corporate Governance Guidelines state that no director may stand for re-election to the considerationBoard after reaching the age of diversity in identifying72 unless otherwise determined by the Board. James R. Scott, a Class III director, nominees. is currently age 72.
Our governance standards however, require the Board’s Governance &and Nominating Committee to review the qualifications of candidates to the Board, of whichincluding how each candidate contributes to the diversity is one of the criteria.Board. This assessment includes the consideration ofa candidate’s personal and professional ethics and integrity, including a candidate’saccomplishments; reputation for integrity in the business community; diversity among the existing Board members; specific business experience and competence, including an assessment of whether the candidate has experience in, and possesses an understanding of, business issues applicable to the success of the banking industry and whether the candidate has served in policy-making roles in business, government, education, or other areas that are relevant to the Company’s regional activities; financial acumen, including whether the candidate, through education or experience, has an understanding of financial matters and the preparation and analysis of financial statements; professional and personal accomplishments, including involvement in civic and charitable activities; educational background; and whether the candidate has expressed a willingness towill devote sufficient time to carrying out his or herthe candidate's duties and responsibilities effectivelyeffectively; and is committed to service on the Board.

Controlled Company Exemptions
Controlled Company Matters
We no longer qualify as a “controlled"controlled company” under the NASDAQ Marketplace Rules because our shares of Class B common stock automatically converted on the Scott Family Control Group, by virtuerecord date for this 2022 annual meeting of its beneficial ownershipshareholders into a like number of bothshares of Class A common stock, and high-vote Class B common stock,with the result that no individual shareholder or group of shareholders currently controls approximately 54%more than
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50% of the voting power of our common stock following the issuance of shares of our Class A common stock to the former holders of Great Western common stock in connection with the Great Western merger. The conversion happened automatically on the record date pursuant to the terms of our articles of incorporation because the Class B common stock then constituted less than 20% of our total outstanding shares of all classes of our common stock. As a “controlled company,” we arewere eligible for and have elected to take advantage of exemptions from the NASDAQ corporate governance requirements to have a compensation or nominating committeemajority of independent directors on our Board and Compensation and Nominating committees composed entirely of independent directors. At such time that the total number of outstanding shares of our high-vote Class B common stock constitutes less than 20% of the total number of all of our outstanding shares of Class A common stock and Class B common stock, the outstanding shares of Class B common stock will automatically convert on the next record date for a shareholder meeting on a share-for-share basis into shares of Class A common stock. If that were to occur, the Scott family control group wouldWe no longer beneficially own shares constituting a majority of the voting power of our outstanding common stock and we would, by virtue thereof, no longer be a “controlled company” eligible to avail ourselves of theseany exemptions from the NASDAQ rules. As of March 1, 2019, the outstanding shares of our Class B common stock represented approximately 37% of the total number of all of our outstanding shares of common stock.    corporate governance requirements.

Director Independence
The Board evaluates the independence of each director, including nominees for election to the Board, in accordance with applicable laws and regulations, the NASDAQ Marketplace Rules, and our corporate governance guidelines.Corporate Governance Guidelines. As a “controlled company” under therequired by applicable NASDAQ Marketplace Rules, we are exempt from the requirement to have a majority of independent directors onas well as our Board. Nevertheless,Corporate Governance Guidelines, it has been affirmatively determined by our corporate governance guidelines requireBoard that a majority of our Board members meet the director independence standards under the NASDAQ Marketplace Rules.Rules, and all Board members serving on our Board committees that perform Audit, Compensation, and Nominating committee functions also meet such independence standards. All members of our Audit Committeeand Compensation and Human Capital committees are also independent directors as defined in the more stringent SEC rules and regulations applicable law and regulation.

to those committee members, as well as under the independence standards of the NASDAQ Marketplace Rules.
The Board has determined that all of our directors and director nominees meet the following nine continuing directors are independent in accordance with such standards:
Steven J. CorningDavid L. JahnkePatricia L. Moss
Dana L. CrandallDennis L. JohnsonTeresa A. Taylor
Charles E. Hart, M.D.Ross E. LeckiePeter I. Wold

director independence standards under the NASDAQ Marketplace Rules other than Mr. Riley, our President and Chief Executive Officer.
The Board considers all relevant facts and circumstances in determining independence, including, among other things, making an affirmative determination that the director has no material relationship with the Company directly or as an officer, shareholder, or partner of an organization that has a material relationship with the Company.Company which would affect the director’s independence. In its determination of independence, the Board considered the relevant share ownership and banking and credit transactions that the Company conducts banking and credit transactions in the ordinary course of business with certain independent directors. See “Certain Relationships and Related Party Transactions” below. The Company employs, in non-executive roles, family members of certain directors. None of these transactions or relationships were deemed by the Board to impair the independence of any of these directors.directors, including for serving on board committees, for purposes of the NASDAQ Marketplace Rules.



Separate Chair of the Board and Chief Executive Officer Roles

Our Board has chosen to separate the roles of Chair of the Board and Chief Executive Officer, and it has appointed James R. ScottOfficer. Currently David L. Jahnke serves as Chair of the Board. We believe that separating the roles of Chief Executive Officer and Chair of the Board best serves the current needs of our Company and our shareholders. Our Chair manages the overall Board function, and his current responsibilities include presiding at meetings of the Board; establishing the agenda for each Board meeting in consultation with the Lead Independent Director, our Chief Executive Officer and other senior management as appropriate; helping to establish, coordinate, and review the criteria and methods for evaluating at least annually, the effectiveness of the Board and its committees; and exercising such other powers and duties as set forth in our bylaws and as may from time to time be assigned to him by the Board. The separation allows Mr. Scott to focus on management of Board matters and allows our Chief Executive Officer to focus on the general supervision, direction, and control of our business affairs, and ensure that all orders and resolutions of the Board are implemented. Additionally, we believe the separation of roles ensures the objectivity of the Board in its management oversight role, specifically with respect to reviewing and assessing our Chief Executive Officer’s performance.
Lead Independent Director
The Lead Independent Director, a position currently held by Teresa A. Taylor, serves as a liaison between the Chair, management, and independent directors as well as between the Scott family and independent directors;Jahnke also calls and presides over meetings of the independent directors no less than semi-annually and more often as appropriate; and, if requested by major shareholders or Scott family members, is available for consultation and direct communication.appropriate.
Board Meetings and Attendance
Directors are expected to attend all meetings of the Board and each committee on which they serve, as well as our annual meeting of shareholders. In 2018,2021, our Board, as then constituted, met ten13 times, with each serving director who served for the entire year attending at least 75% of the total number of meetings of the Board.Board and meetings of the Committees on which he or she served, during his or her tenure in 2021. All of our continuing directors and director nominees who were expected to continue in that capacity for the Company after the annual meeting attended our 20182021 annual meeting of shareholders with the exception of one.

shareholders.
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Director Nomination, Selection, and Qualifications

The Governance &and Nominating Committee is responsible for identifying and evaluating director nominees and recommending to the Board a slate of nominees for election at each annual meeting of shareholders. When formulating its recommendations for director nominees, the Governance &and Nominating Committee considers recommendations offered by our Chief Executive Officer, our Board, our shareholders, and any outside advisors the Governance &and Nominating Committee may retain. The Scott family, through a family council, recommends Scott family members to the Governance & Nominating Committee for consideration asAll such candidates for Board membership. James R. Scott, Jr. is standing for re-election to the board. Randall I. Scott was recommended for Board membership by the Scott family council. All candidates for Board membership, including those recommended by the Scott family council, are evaluated by the Governance &and Nominating Committee on the basis of broad experience, financial acumen, professional and personal accomplishments, how the candidate contributes to the diversity of the Board, educational background, wisdom, integrity, ability to make independent analytical inquiries, understanding of our business environment, and willingness to devote adequate time to Board duties. The qualifications, attributes, and skills of each nominee, together with their business experience, led to the conclusion that each nominee is qualified to serve as a director of the Company.

The Scott family does not approve candidates for Board membership priorIn addition to their nomination by the Governance & Nominating Committee and there are no arrangements or understandings between any candidate andforegoing, the Company has entered into a stockholders’ agreement with members of the Scott family that require disclosure pursuantprovides them with the right to Item 401(a)designate up to three individuals to be nominated as directors on the Board (the “Shareholder Nominees”), with the total number of Regulation S-K.Shareholder Nominees that the Scott family shareholders are entitled to designate being decreased from time to time based on the aggregate percentage ownership of the Scott family members party to the agreement. Based on the beneficial ownership as of March 25, 2022 of the Scott family (including, but not limited to, the Scott Family FIBK Shareholder Group identified in the beneficial ownership table included below), members of the Scott family currently have the right under the stockholders’ agreement to designate up to three individuals to be Shareholder Nominees; once their aggregate percentage ownership decreases below 5%, the designation rights expire. The agreement requires the Company to include each Shareholder Nominee to which the Scott family shareholders are entitled to designate on the Company’s slate of nominees for election as directors at any applicable meeting of shareholders at which directors are to be elected and, to the fullest extent permitted by applicable law, use its reasonable best efforts to cause each such Shareholder Nominee to be elected and maintained in office as a director. The agreement also provides that if a Shareholder Nominee resigns or is otherwise unavailable to serve as a director, the Scott family shareholders shall have the exclusive right to designate the replacement for such Shareholder Nominee for so long as the Scott family shareholders have the right to designate such Shareholder Nominee. Notwithstanding the foregoing, each designee of the Scott family shareholders to be nominated as a director must meet the director qualification and eligibility criteria of the Governance and Nominating Committee of the Board.
As discussed above, Great Western was entitled under the merger agreement covering its merger with the Company to designate five of its directors (the “GWB Directors”) for appointment to the Company’s Board, apportioned among the three classes of the Board as nearly evenly as possible, upon completion of the merger. It was further agreed in the merger agreement that the Chair of Great Western at the time of the merger would be appointed to the Executive Committee of our Board and that the GWB Directors would generally be eligible and given due consideration for committee service to the same extent as our other directors, and that each GWB Director would be appointed to at least two standing committees of the Board at the time of the closing of the merger. The Company also agreed in the merger agreement to cause the Board and the Governance and Nominating Committee of the Board to take all actions necessary to nominate the GWB Directors for re-election to the Board at the first annual meeting of shareholders of the Company following the closing date of the merger, and thereafter (provided such directors continue to meet the director qualification and eligibility criteria of the Governance and Nominating Committee of the Board) to nominate any GWB Director whose class term expires in fewer than three years from the closing date of the merger for reelection to the Board upon the expiration of his or her term, it being the intent that each GWB Director would serve as a member of the Board for a minimum of three full years from the closing date of the merger.
We do not otherwise have a formal policy concerning shareholder recommendations of candidates for Board membership. The Board views that such a formal policy is not necessary given the procedures described above and our willingness to consider candidates recommended by shareholders. Shareholders may recommend candidates by writing to our corporate secretaryCorporate Secretary at our headquarters, 401 N. 31st Street, Billings, Montana 59101, giving the candidate’s name, contact information, biographical data, and qualifications.qualifications, and otherwise following the requirements set forth in the Company’s bylaws. A written statement from the candidate consenting to be named as a candidate and, if nominated and elected, to serve as a director should accompany any such recommendation. See “Shareholder Proposals” and “Shareholder Communications with the Board” contained herein.




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Board Committees and Related Matters
The Board has six standing committees: Audit, Compensation and Human Capital, Executive, Governance &and Nominating, Risk, and Technology. In addition to these committees, ourthe Chair of the Board may from time to time designate and appoint, on a temporary basis, one or more directors to assist in the form of a limited or special assignment in the performance or discharge of any powers and duties of the Board or any committee thereof. In 2017, the Board also had a seventh standing committee, the Credit committee. The Risk Committee of the Board now oversees credit risk, however, as part of its risk oversight responsibilities. Accordingly, the Board has dissolved the Credit Committee.
The Board makes committee and committee chair assignments annually at its meeting immediately following the annual meeting of shareholders, although further changes may be made thereafter from time to time as deemed appropriate by the Board or a particular director or directors for personal or other reasons.Board. As a result, the full year 20182021 committee membership and meeting information provided below includes information regarding the composition and activities of each of the committees and their members both before and after the annual meeting and other committee realignment determinations made by the Board, as well as individual director decisions made during the year. Each committee has a Board-approved charter, which is reviewed annually by the respective committee. Recommended changes, if any, are submitted to the Board for approval. Each committee may retain and compensate consultants or other advisors as provided by the committee charter and as necessary for it to carry out its duties. A copy of the charters for each standing committee can be found on the Company’s website at www.FIBK.com by selecting “Governance Documents.” The current membership of each committee, as well as information regarding those members’ attendance at committee meetings held while the director was a member of the committee, is provided below.
CURRENT COMMITTEE ASSIGNMENTS
FIBK BOARDAUDITCOMPENSATION & HUMAN CAPITALEXECUTIVEGOVERNANCE & NOMINATINGRISKTECHNOLOGY
David L. Jahnke, ChairChairX
Kevin P. RileyX
James P. BrannenXX
Stephen B. BowmanFinancial ExpertX
Alice S. ChoFinancial ExpertRisk Mgmt ExpertX
Frances P. GriebFinancial ExpertRisk Mgmt Expert
Thomas E. HenningRisk Mgmt ExpertX
John M. Heyneman, Jr.XChair
Dennis L. JohnsonFinancial ExpertChair Risk Mgmt ExpertX
Stephen M. LacyXX
Ross E. LeckieChair Financial ExpertXRisk Mgmt Expert
Patricia L. MossChairXX
Joyce A. PhillipsXChair
Daniel A. RykhusXX
James R. ScottXX
Jonathan R. ScottXX




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Audit Committee
Chair:Ross E. Leckie
Additional Members:
Stephen B. Bowman, Alice S. Cho, Frances P. Grieb, Dennis L. Johnson, and Joyce A. Phillips
Independence: Each member of the Audit Committee is independent under applicable law and NASDAQ Marketplace Rules
Meetings Held in 2021:9
Key Committee Responsibilities:
•Represents and assists our Board in its oversight responsibility relating to the quality and integrity of the Company’s financial statements and related internal controls; internal and external audit independence, qualifications, and performance; and the processes for monitoring compliance with laws and regulations.
•Oversees the appointment, compensation, and retention of our independent, registered public accounting firm, including the performance of permissible audit, audit-related, and non-audit services, and the associated fees.
•Establishes procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting, reporting, internal control, or auditing matters as well as monitoring our compliance with ethics programs.
•Our Board has determined that Ross E. Leckie, Stephen B. Bowman, Alice S. Cho, Frances P. Grieb, and Dennis L. Johnson qualify as “audit committee financial experts” as that term is defined in applicable law and each of the Audit Committee members have the requisite financial literacy and accounting or related financial-management expertise required generally of an Audit Committee member under the applicable standards of the SEC and NASDAQ.

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Chair:
David H. Jahnke
Additional Members(1):Dana L. Crandall, William B. Ebzery(2), Dennis L. Johnson, Ross E. Leckie, and Peter I. Wold
Meetings Held in 2018:9
Independence:Each member of the Audit Committee is independent under applicable law and NASDAQ Marketplace Rules
Audit Committee Financial Literacy and Expertise: Our Board has determined that David L. Jahnke, Dennis L. Johnson, and Ross E. Leckie, qualify as “audit committee financial experts,” as that term is defined in applicable law and each of the Audit Committee members have the requisite financial literacy and accounting or related financial management expertise required generally of an Audit Committee member under the applicable standards of the SEC and NASDAQ.

The Audit Committee represents and assists our Board in its oversight responsibility relating to the quality and integrity of the Company’s financial statements and related internal controls; internal and external audit independence, qualifications, and performance; and the processes for monitoring compliance with laws and regulations. The Audit Committee oversees the appointment, compensation, and retention of our independent registered public accounting firm, including the performance of permissible audit, audit-related and non-audit services, and the associated fees. The Audit Committee is also responsible for establishing procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting, reporting, internal control, or auditing matters as well as monitoring our compliance with ethics programs. Each serving committee member attended at least 75% of the meetings during the period of the director’s membership.

(1)Our former director, Theodore H. Williams, served on this committee in 2018 until his resignation from the Board effective March 22, 2018.
(2)Mr. Ebzery’s service on this committee will cease at the time of our annual meeting of the shareholders.


Compensation and Human Capital Committee
Chair: Patricia L. Moss
Additional Members:
Stephen B. Bowman, Stephen M. Lacy, Daniel A. Rykhus, and James R. Scott
Independence: Each member of this committee is independent under applicable NASDAQ Marketplace Rules
Meeting Held in 2021:7
Key Committee Responsibilities:
•Reviews and approves goals relevant to compensation for executive officers and evaluating the effectiveness of our compensation practices in achieving Company objectives, encouraging behaviors consistent with our values, and aligning performance objectives.
•Reviews and discusses with the Chief Executive Officer the compensation of our executive officers, recommends approval of the compensation of the Chief Executive Officer, and oversees succession planning for our executive officers.
•Oversees the Company’s equity and incentive compensation plans and operation of compensation programs affecting the Company’s employees generally. In addition, the Compensation and Human Capital Committee recommends compensation for Board members.
•All equity awards granted to the Company’s officers who are subject to Section 16 of the Exchange Act (“Section 16 Officers”) were approved by the Board's non-employee directors as that term is defined for purposes of Rule 16b-3 under the Exchange Act (collectively the “Outside Members”). The Compensation and Human Capital Committee has delegated authority to our Chief Executive Officer to make awards to employees who are not Section 16 Officers.
Compensation Consultant. The Compensation and Human Capital Committee has retained the services of Pearl Meyer & Partners (“Pearl Meyer”), a compensation consulting firm, to assist with its executive compensation review and to provide competitive market data. A consultant from Pearl Meyer generally attends the Compensation and Human Capital Committee meetings at which executive officer compensation is discussed and provides information, research, and analysis pertaining to executive compensation and updates on market trends as requested by the Compensation and Human Capital Committee. In connection with its engagement of Pearl Meyer, the Compensation and Human Capital Committee considered various factors bearing upon Pearl Meyer’s independence including, but not limited to, the amount of fees received by Pearl Meyer from the Company, Pearl Meyer’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact Pearl Meyer’s independence. After reviewing these and other factors, the Compensation and Human Capital Committee determined that Pearl Meyer was independent and that its engagement did not present any conflicts of interest. Pearl Meyer does not provide executive compensation services to the Company. The Compensation and Human Capital Committee sets compensation levels based on the skills, experience, and achievements of each executive officer, considering market analysis and input provided by Pearl Meyer and the compensation recommendations of our Chief Executive Officer, except with respect to his own position. The Compensation and Human Capital Committee believes that input from both Pearl Meyer and our Chief Executive Officer provides useful information and perspective to assist the Compensation and Human Capital Committee in determining the appropriate compensation.
Compensation and Human Capital Committee Interlock and Insider Participation:
•No members of the Compensation and Human Capital Committee who served during 2021 were officers or employees of the Company during the year, or were former officers of the Company, or had any relationship requiring disclosure under the caption "Certain Relationships and Related Party Transactions" included below in this proxy statement other than James R. Scott, who served as Chair of the Board from 2016 to 2020 and as Vice Chair in prior periods.
•No executive officer of the Company served on the compensation committee or board of directors of another company that had an executive officer who served on the Company's Compensation and Human Capital Committee or Board.

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Chair:Teresa A. Taylor
Additional Members: James R. Scott, Steven J. Corning, Charles E. Hart, M.D., John M. Heyneman, Jr., Patricia L. Moss
Meetings Held in 2018: 7
Independence:Mr. Corning, Dr. Hart, Ms. Moss, and Ms. Taylor are independent under applicable NASDAQ Marketplace Rules
Compensation Committee Interlock and Insider Participation:No members of the Compensation Committee who served during 2018 were officers or employees of the Company or any of its subsidiaries during the year, were formerly Company officers or had any relationship otherwise requiring disclosure as a compensation committee interlock.
The Compensation Committee has overall responsibility for reviewing and approving corporate goals relevant to compensation for executive officers and evaluating the effectiveness of our compensation practices in achieving our strategic objectives, encouraging behaviors consistent with our values, and aligning performance objectives consistent with our vision. The Compensation Committee evaluates the performance of our Chief Executive Officer, approves the compensation of our executive officers, including the Chief Executive Officer, and oversees succession planning for our executive officers. The Compensation Committee is also responsible for granting awards under the Company’s equity and incentive compensation plans and reviewing the financial performance and operation of compensation programs affecting the Company’s employees generally. In addition, the Compensation Committee recommends compensation for Board members. Each serving committee member attended at least 75% of the meetings during the period of the director’s membership.
All awards granted to the Company’s officers who are subject to Section 16 of the Exchange Act (“Section 16 Officers”) that were intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code, unless otherwise determined by the Compensation Committee, were approved by the non-employee directors as that term is defined for purposes of Rule 16b-3 under the Exchange Act (collectively the “Outside Members”). The Compensation Committee has delegated authority to our Chief Executive Officer to make awards to employees who are not Section 16 Officers.
Compensation Consultant. The Compensation Committee has retained the services of Pearl Meyer & Partners, (“PM&P”), a compensation consulting firm, to assist with its executive compensation review and to provide competitive market data. A consultant from PM&P generally attends the Compensation Committee meetings at which executive officer compensation is discussed and provides information, research, and analysis pertaining to executive compensation and updates on market trends as requested by the Compensation Committee.
In connection with its engagement of PM&P, the Compensation Committee considered various factors bearing upon PM&P’s independence including, but not limited to, the amount of fees received by PM&P from the Company, PM&P’s policies and procedures designed to prevent conflicts of interest, and the existence of any business or personal relationship that could impact PM&P’s independence. After reviewing these and other factors, the Compensation Committee determined that PM&P was independent and that its engagement did not present any conflicts of interest. PM&P does not provide executive compensation services to the Company.
The Compensation Committee sets compensation levels based on the skills, experience, and achievements of each executive officer, taking into account market analysis and input provided by PM&P and the compensation recommendations of our Chief Executive Officer, except with respect to his own position. The Compensation Committee believes that input from both PM&P and our Chief Executive Officer provides useful information and points of view to assist the Compensation Committee in determining the appropriate compensation.
Executive Committee
Chair: David L. Jahnke
Additional Members:
James P. Brannen, John M. Heyneman, Jr., Ross E. Leckie, Patricia L. Moss, Kevin P. Riley, and James R. Scott
Independence: Each member of this committee is independent under applicable NASDAQ Marketplace Rules other than Mr. Riley.
Meetings Held in 2021:6
Key Committee Responsibilities:
•The Executive Committee functions and acts on behalf of the Board between regularly scheduled board meetings, usually when time is critical, and assists the Board in carrying out its responsibility to monitor our capital management, strategic planning and budgeting, mergers and acquisitions, tax allocation, and management fees policies. The committee is also responsible for the CEO Succession Planning Process.
Chair:James R. Scott
Additional Members:
Kevin P. Riley, David L. Jahnke, Patricia L. Moss, Jonathan R. Scott(1), and Teresa A. Taylor
Meetings Held in 2018: 3
Independence: Mr. Jahnke, Ms. Moss, and Ms. Taylor are independent under applicable NASDAQ Marketplace Rules
The Executive Committee functions and acts on behalf of the Board between regularly scheduled board meetings, usually when time is critical, and assists the Board in carrying out its responsibility to monitor our capital management, strategic planning and budgeting, tax allocation, and management fees policies. Each serving committee member attended at least 75% of the meetings during the period of the director’s membership with the exception of Randall I. Scott, who was unable to attend the one meeting held while he was a member.

(1) Mr. Scott’s service on this committee will cease at the time of our annual meeting of the shareholders.



Governance &and Nominating Committee
Chair:John M. Heyneman, Jr.
Additional Members:
David L. Jahnke, Patricia L. Moss, Stephen M. Lacy, and Daniel A. Rykhus
Independence:
Each member of this committee is independent under applicable NASDAQ Marketplace Rules
Meetings Held in 2021: 6
Key Committee Responsibilities:
•Oversees the Company’s corporate governance needs and assists the Board with the process of identifying, evaluating, and nominating candidates for membership to our Board.
•Evaluates the performance of our Chair and oversees the functions and needs of the Board and its committees, including overseeing the orientation and development of Board members, evaluating the effectiveness of the Board, each committee, and the respective performance of each Board member; and evaluating services provided to and communications with shareholders.
•Reviews and approves related party transactions.
•Assists the Board in providing primary oversight of the Company’s Environmental, Social, and Governance (ESG) program.
•Reviews each committee’s annual priorities during a meeting of the Chair of the Board and the committee chairs to increase the efficiency of the work of the Board and the committees.

Chair:Charles E. Hart, M.D.
Additional Members:James R. Scott, John M. Heyneman, Jr., Patricia L. Moss, James R. Scott Jr., and Teresa A. Taylor
Meetings Held in 2018: 4
Independence:Ms. Taylor and Ms. Moss are independent under applicable NASDAQ Marketplace Rules

The Governance & Nominating Committee has primary responsibility for oversight of the Company’s corporate governance needs and assists the Board with the process of identifying, evaluating, and nominating candidates for membership to our Board. In addition, the Governance & Nominating Committee evaluates the performance of our Chair and oversees the functions and needs of the Board and its committees, including overseeing the orientation and development of Board members, evaluating the effectiveness of the Board, each committee, and the respective performance of each Board member, evaluating services provided to and communications with shareholders, and reviewing and approving related party transactions. The Governance & Nominating Committee also reviews each committee’s annual objectives. The objectives of all committees are discussed in a meeting of the Chair, and Lead Independent Director of the Board, and the committee chairs to increase the efficiency of the work of the Board and the committees. A subcommittee of independent directors of the Committee approves related-party transactions. Each serving committee member attended at least 75% of the meetings during the period of the director’s membership.

Risk Committee
Chair: Dennis L. Johnson
Additional Members:
Alice S. Cho, Frances P. Grieb, Thomas E. Henning, Ross E. Leckie, and Jonathan R. Scott
Independence:
Each member of this committee is independent under applicable NASDAQ Marketplace Rules
Meetings Held in 2021: 4
Key Committee Responsibilities:
•Oversees the Company’s enterprise-wide risk management program and corporate risk function, which include the strategies, policies, and systems established by senior management to identify, assess, measure, monitor, and manage the Company’s significant risks.
•Assesses whether management’s implementation of the program is capable of managing those risks consistent with the Company’s risk appetite.
•Monitors whether the Company’s most significant enterprise-wide risk exposures are in alignment with the Company’s appetite for risk.
•Coordinates with and serves as a resource to the Board of Directors and other Board committees through facilitation of the understanding of enterprise-wide risk management processes and effectiveness.

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Chair:
Ross E. Leckie
Additional Members:Steven J. Corning, Dana L. Crandall, David L. Jahnke, Dennis L. Johnson, James R. Scott, Jr.
Meetings Held in 2018: 5
Independence:Mr. Leckie, Mr. Corning, Ms. Crandall, Mr. Jahnke, and Mr. Johnson are independent under applicable NASDAQ Marketplace Rules
The Risk Committee assists the Board in fulfilling its risk oversight responsibilities. Additionally, the Risk Committee oversees the Company’s enterprise-wide risk management program and corporate risk function, which include the strategies, policies, and systems established by senior management to identify, assess, measure, monitor, and manage the Company’s significant risks. The Risk Committee assesses whether management’s implementation of the program is further capable of managing those risks consistent with the Company’s risk appetite, monitoring whether the Company’s most significant enterprise-wide risk exposures are in alignment with the Company’s appetite for risk, and coordinating with and serving as a resource to the Board of Directors and other Board committees through facilitation of the understanding of enterprise-wide risk management processes and effectiveness. Each serving committee member attended at least 75% of the meetings during the period of the director’s membership, with the exception of Steven J. Corning who was unable to attend two of the meetings because they conflicted with another committee meeting he attended.

Technology Committee
Chair: Joyce A. Phillips*
Additional Members:
James P. Brannen, Alice S. Cho, Thomas E. Henning, Dennis L. Johnson, and Jonathan R. Scott
Independence:
Each member of this committee is independent under applicable NASDAQ Marketplace Rules
Meetings Held in 2021:4
*Ms. Phillips was appointed Chair in August 2021. Prior to Ms. Phillips’ appointment, Dana L. Crandall had served in the Chair role since May 2016.
Key Committee Responsibilities:
Technology •CommitteeAssists the Board by providing oversight of our technology initiatives to allow the Company to meet its strategic objectives.
•Assesses and monitors technology, information, and cybersecurity risks; monitors technology and industry trends; and evaluates management’s assessment of their effects on our strategy and their implications for long-range planning.
•Oversees the Company’s technology risks and provides updates to the Board, with assistance from the Risk Committee.

Chair:Dana L. Crandall
Additional Members(1):Charles E. Hart, M.D., James R. Scott, Peter I. Wold, and Jonathan R. Scott(2)
Meetings Held in 2018: 4
Independence:Ms. Crandall, Mr. Hart, and Mr. Wold are independent under applicable NASDAQ Marketplace Rules
The Technology Committee assists the Board by ensuring we have the necessary technology and architecture to allow the Company to meet its strategic objectives. The Technology Committee also assesses and monitors technology, information and cybersecurity risks, monitors technology and industry trends, and evaluates management’s assessment of their effects on our strategy and their implications for long-range planning. Each serving committee member attended at least 75% of the meetings during the period of the director’s membership, with the exception of Peter I. Wold, who was unable to attend one of the two meetings held while he was a member.

(1) Our former director, Mr. Williams, served on this committee in 2018 until his resignation from the Board effective March 22, 2018.
(2)Mr. Scott’s service on this committee will cease at the time of our annual meeting of the shareholders.



Board’s Role in Risk Oversight
It is the responsibility of the Chief Executive Officer to fulfill the Board’s expectation of a strong risk management culture throughout the organization. It is the responsibility of the Chief Risk Officer to ensure an appropriate risk management framework is implemented to identify, assess, and manage our exposure to risk. The Board and its committees play an important role in overseeing executive management’s performance of their responsibilities relating to risk management. In general, this oversight includes working with executive management to determine an appropriate risk management culture, monitoring the amounts and types of risk taken in executing our business strategy, and evaluating the effectiveness of risk management processes against the policies and procedures established to control those risks. We have adopted a risk management oversight structure designed to ensure that all significant risks are actively monitored by the entire Board or one of its committees. Furthermore, given the importancesignificance of the Bank’s operations to us, additional risk management oversight is provided by the Bank’s boardBoard of directors, members of which include certain of our directors.Directors.

In most cases, our respective Board committees are responsible for the oversight of specific risks as outlined in each of their respective charters. For example, in addition to its oversight of all aspects of our annual independent audit and the preparation of our financial statements, the Audit Committee has been delegated responsibility for oversight of risks associated with our internal controls, monitoringreviewing and discussing processes in place to promote and monitor compliance with the implementationCode of our code of conduct,Conduct established by the Board, and overseeing responses to reports of examination. The Compensation and Human Capital Committee has been delegated responsibility for oversight of our compensation programs, including evaluating whether any of these programs contain features that promote excessive risk-taking by management and other employees, either individually or as a group. The Executive Committee oversees our capital positions and capital management activities to ensure compliance with applicable regulatory requirements and to ensure that our capital levels are a source of financial strength. The Governance &and Nominating Committee has been delegated responsibility for establishing and reviewing the adequacy of our codeCode of conduct;Conduct; reviewing and approving related party transactions; developing criteria and qualifications for Board membership; considering, recommending, and recruiting candidates to fill new or vacant positions on the Board; providing primary oversight of our Environmental, Social, and Governance ("ESG") program; and ensuring an effective and efficient system of governance is in place. The Risk Committee further assists the Board in fulfilling its risk oversight responsibilities by monitoring whether itsour risk governance processes are adequate, our enterprise-wide risk monitoring activities are appropriate, and theour enterprise-wide risk program is effective.The Risk Committee also provides oversight forof compliance, credit, liquidity, and market risk. The Technology Committee has been delegated responsibility for ensuring adequate processes are in place to protect our data. The committee chairs meet bi-annually to review each committee’s responsibilities for the oversight of specifictechnology, information, and cybersecurity risks.

They also provide oversight regarding technology and industry trends that influence strategic impacts on business risks.
In addition to oversight of risk management by the Board and its committees, the Bank’s boardBoard of directorsDirectors and its committees have been delegated the responsibility for overseeing management of the Bank’s lending activities, liquidity and capital position, asset quality, interest rate risk, and investment strategies. The chairmanchair of the Bank’s boardBoard of Directors communicates relevant information with respect to these activities to the Company's full Board.
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The Board’s committees carry out their responsibilities by requesting and obtaining reports and other information from management with respect to relevant risk areas. In addition to our committee structure, our entire Board periodically receives reports and information about key risks and enterprise risk management from the chief risk officer.Chief Risk Officer.

Information Security/Cybersecurity
The Company is committed to protecting client information, and our Board of Directors and Chief Information Officer devote significant time to mitigating cybersecurity risks. The Board is responsible for overseeing the Company’s risk.
The Technology Committee is responsible for overseeing the Company’s technology risks, including information security and cybersecurity risk. The Chair of the Technology Committee provides updates to the Board.
Shareholder Communications with the Board
We have not, to date, developed a formal process for shareholder communications with the Board. We believe our current informal process, in which any communication sent to the Board either generally or in care of the Chief Executive Officer, Corporate Secretary, or other corporate officer or director is forwarded to all members of the Board, has adequately served the Board’s and the shareholders’ needs.
Environmental, Social, and Governance Oversight
The Governance and Nominating Committee of the Board has primary oversight of our efforts to be responsible stewards of the environment, to be a good corporate citizen in our communities, and to maintain strong governance practices. In addition, the Compensation and Human Capital Committee has oversight of various social efforts relating to that committee’s responsibilities, such as employee benefits, employee engagement, and Company culture.
This oversight helps us focus better on how we impact our key stakeholders and communities, while also strengthening our business performance.
We are focused on responsible and sustainable growth and environmental, social, and governance leadership. Additional information concerning our environmental, social, and governance efforts can be found on the Company’s website at www.FIBK.com by selecting “ESG.” The information contained on our website with respect to our environmental, social, and governance efforts and our Environmental, Social, and Governance Report that can be reviewed there shall not be deemed to be a part of, or incorporated by reference in, this proxy statement for any purpose.
Financial Code of Ethics
Our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer or other persons performing similar functions are required to comply with our Financial Code of Ethics.
The purposes of the Financial Code of Ethics are as follows:
▪to deter wrongdoing and to promote, among other things, honest and ethical conduct;
▪to promote full, fair, accurate, timely, and understandable disclosure in SEC and public filings;
▪to promote compliance with applicable laws, rules, and regulations;
▪to facilitate prompt internal reporting of violations of the Financial Code of Ethics; and
▪to provide accountability for adherence to such code.
Employees may submit concerns or complaints regarding ethical issues on a confidential basis by means of a toll-free telephone hotline or the use of an internet-based reporting system. All concerns and complaints are reported to our Chief Audit Executive, General Counsel, Chief Risk Officer, and Financial Crimes Manager, among others. Investigations are monitored by the Chief Audit Executive who is responsible for reporting relevant complaints to the Audit Committee. A current copy of our Financial Code of Ethics is incorporated by reference as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2021. There were no amendments to or waivers from compliance with our Financial Code of Ethics in 2021, and we intend to disclose any amendments to or waivers from our Financial Code of Ethics on our website at www.FIBK.com.

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Proposal Three
Ratification of Appointment of Independent Registered Public Accounting Firm
RSM US LLP was appointed by the Audit Committee of the Board as our independent registered public accounting firm for the year ending December 31, 2022. While the Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent registered public accounting firm, the Audit Committee has requested that the Board submit the selection of RSM US LLP to our shareholders for ratification as a matter of good corporate governance. No representatives of RSM US LLP are expected to be present at the annual meeting.
Neither the Audit Committee nor the Board is required to take any action as a result of the outcome of the vote on this proposal. If our shareholders do not ratify the selection of RSM US LLP as our independent registered public accounting firm, however, the Audit Committee will consider whether to retain RSM US LLP or to select another independent registered public accounting firm. Furthermore, even if the selection is ratified, the Audit Committee in its discretion may appoint a different independent registered public accounting firm at any time during the year if it determines that such a change is in the best interest of the Company and our shareholders.
If a quorum is present at the annual meeting, the affirmative vote of a majority of the voting power of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on this proposal is required to ratify the appointment of the independent registered public accounting firm. This means that the appointment of RSM US LLP as the independent registered public accounting firm for the Company will be ratified if more than 50% of the votes present in person or represented by proxy and entitled to vote on the proposal at the annual meeting are cast by shareholders in favor of ratification. The persons named as proxies in the proxy card accompanying these materials will vote the shares represented by a validly executed proxy card for the ratification of the selection of the independent registered public accounting firm unless a vote against the proposal or an abstention is specifically indicated on the proxy card in respect of this proposal.

fibk-proxy_10xaxvotexforxp.jpg
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Audit Committee Pre-Approval Policies and Procedures

The Audit Committee charter requires advance approval of all audit and non-audit services performed by the independent registered public accounting firm to assure that such services do not impair the auditor’s independence from the Company. The Audit Committee may delegate the authority to pre-approve services to the Audit Committee chair or any two other members of the Audit Committee, subject to ratification by the Audit Committee at its next committee meeting. In 20182020 and 2017,2021, all of the fees paid to our independent auditor were approved in advance by the Audit Committee.



Principal Accounting Fees and Services

RSM US LLP has been the Company’s independent registered public accounting firm since 2004. RSM US LLP was paid the following fees for services performed during the fiscal years ended December 31, 20182021 and 2017:2020:
   2018 2017
Audit fees(1)
 $912,100
 $1,040,000
Audit-related fees(2)
 36,510
 19,580
Tax fees —
 —
All other fees —
 —
20212020
Audit fees (1)
$1,018,000 $1,005,000 
Audit-related fees (2)
105,700 75,000 
Tax fees— — 
All other fees (3)
34,125 — 
(1)Audit fees consist of fees for the audit of the financial statements included in our Annual Report on Form 10-K and reviews of the Quarterly Reports on Form 10-Q, including procedures related to acquisitions, the costs with respect to which were higher in 2017 and represent the majority of the difference between periods.
acquisitions.
(2)Audit-related fees for 2018 consist of fees for review of our registration statements on Form S-4 filed with the SEC on June 8, 2018 and November 28, 2018 and our Form S-4/A filed with the SEC on July 2, 2018. Audit-related fees for 20172021 consist of fees for review of our registration statement on Form S-4 filed with SEC on November 4, 2021 and our Form S-4/A filed with the SEC on April 6, 2017 andDecember 14, 2021. Audit-related fees for 2020 consist of fees for review of our registration statement on Form S-3 filed with the SEC on September 25, 2017.March 16, 2020, in addition to the issuance of Comfort Letters and Consents in conjunction with the May 2020 subordinated debt offering.
(3)Includes non-prohibited services provided by our principal accountant not applicable to the first two categories.

Audit Committee Report

The Audit Committee of the Board of Directors is currently composed of six independent directors and operates under a charter approved by the Board of Directors. The SEC and the NASDAQ stock market have established standards relating to Audit Committee membership and functions. With regard to such membership standards, the Board has determined that David L. Jahnke,each of Ross E. Leckie, Stephen B. Bowman, Alice S. Cho, Frances P. Grieb, and Dennis L. Johnson and Ross E. Leckie meet the requirements of an “audit committee financial expert” as defined by the SEC and each of the Audit Committee members have the requisite financial literacy and accounting or related financial management expertise required generally of an Audit Committee member under the applicable standards of the SEC and NASDAQ.
The primary duties and responsibilities of the Audit Committee are to monitor: (i) the quality and integrity of the financial statements and related internal controls; (ii) the internal audit and independent registered public accounting firm’s qualifications and independence; (iii) the performance of the Company’s internal audit function and independent auditors; and (iv) compliance by the Company with legal and regulatory requirements. While the Audit Committee has the duties and responsibilities set forth above and those set forth in its charter: management is responsible for the internal controls and the financial reporting process; the Company’s internal auditors are responsible for preparing an annual audit plan and conducting internal audits under the control of the Chief Audit Executive, who is accountable to the Audit Committee; and the independent registered public accounting firm is responsible for performing an integrated audit of our financial statements and of the effectiveness of our internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (PCAOB) and issuing a report thereon.

The Audit Committee relies, without independent verification, on the information provided to it and on the representations made by management regarding the effectiveness of internal control over financial reporting, and that such financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Audit Committee also relies on the opinions of the independent auditors on the consolidated financial statements and on the effectiveness of internal control over financial reporting. The Audit Committee’s oversight does not provide assurance that management’s and the auditor’s opinions and representations are correct.

In the performance of its oversight function, the Audit Committee has performed the duties required by its charter, including meeting and holding discussions with management, the independent registered public accounting firm and internal audit, and has reviewed and discussed the audited consolidated financial statements for the year ended December 31, 20182021, with management and the independent registered public accounting firm. The Audit Committee’s review of and discussions about the financial statements included discussions about the quality, not just the acceptability, of the accounting principles used, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.
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The Audit Committee also discussed with the independent auditors all matters required to be discussed by the applicable standards issued by the Public Company Accounting Oversight BoardPCAOB and has received the written disclosures and the letter from the independent auditors required by the applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence. The Audit Committee discussed with the independent auditors their independence and any relationships that might have an impact on their objectivity and independence and reviewed and approved the amount of fees paid for audit and audit-related services.
Based upon a review of the reports and discussions with management, the independent registered public accounting firm, and the Audit Committee’s review of the representations of management and the Report of Independent Registered Public Accounting Firm, subject to the limitations on its role and responsibilities described above and in the Audit Committee charter, the Audit Committee recommended to the Board of Directors that the audited financial statements referred to above be included in ourthe Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for filing2021 as filed with the SEC.
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. RSM US LLP (RSM) has been retained as the Company’s independent registered public accounting firm continuously since they were appointed in fiscal year 2004. In determining whether to reappoint RSM, the Audit Committee takes into consideration various factors, including: the historical and recent performance of RSM on the audit; its professional qualifications; the quality of ongoing discussions with RSM; external data, including recent PCAOB reports on RSM; the appropriateness of fees and RSM’s tenure, including the benefits of that tenure, and the controls and processes in place (such as rotation of key partners every five years) that help ensure RSM’s continued independence in the face of such tenure. As part of the normal rotation, a new lead partner was selected for 2019. The process for selection of athe new lead engagement partner includesincluded meetings between the candidates for that role and senior management and the Chair of the Audit Committee, as well as discussion with the full Audit Committee. The Audit Committee has selected RSM to be the Company’s independent registered public accounting firm for fiscal 2019.year 2022.
Submitted by the Audit Committee of the Board of Directors:

David L. JahnkeRoss E. Leckie (Chair)Dana L. CrandallStephen B. BowmanAlice S. ChoFrances P. GriebDennis L. Johnson
Ross E. LeckiePeter I. WoldWilliam B. EbzeryJoyce A. Phillips

Shareholder Communications with the Board

We have not, to date, developed a formal process for shareholder communications with the Board. We believe our current informal process, in which any communication sent to the Board either generally or in careThe foregoing Report of the Chief Executive Officer, corporate secretary, or other corporate officer or director is forwarded to all members of the Board, has adequately served the Board’s and the shareholders’ needs.
Environmental, Social, and Governance Oversight

The Governance & NominationsAudit Committee of the Board has primary oversight of our efforts to be responsible stewards of the environment, to be a good corporate citizen in our communities, and to maintain strong governance practices.

This oversight helps us focus better on how we impact our key stakeholders and communities, while also strengthening our business performance.

We are focused on responsible growth and environmental, social, and governance leadership. Additional information concerning our environmental, social, and governance efforts can be found on the Company’s website at www.FIBK.com by selecting “Environmental, Social, and Governance Report.” The information contained on our website with respect to our environmental, social, and governance efforts and our Environmental, Social, and Governance Report that can be reviewed there shall not be deemed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, to be a part of,(i) “soliciting material” or “filed” or (ii) incorporated by reference by any general statement into any filing made by us with the SEC, except to the extent that we specifically incorporate such report by reference.

Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of our common stock as of March 25, 2022, for (i) each of our directors and director nominees, (ii) each of the executive officers named in this proxy statementthe summary compensation table, (iii) all directors and executive officers as a group, and beneficial owners of more than 5% of our common stock.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us or disclosed in filings made with the SEC, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.
The percentage of shares shown as beneficially owned as of March 25, 2022, is based on 109,503,410 shares of our Class A common stock outstanding. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed shares of common stock subject to options and other derivative securities held by that person that were exercisable or vesting based only on the expiration of time on or within 60 days of March 25, 2022, to be outstanding. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any purpose.other person.


Unless otherwise noted below, the address for each director, director nominee, NEO, and beneficial owner of more than 5% of a class of our common stock listed in the table below is: c/o First Interstate BancSystem, Inc., 401 North 31st Street, Billings, MT 59101.
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Beneficial Ownership Table
Class A Common Stock Beneficially Owned
Name of Beneficial OwnerNumber of SharesPercent of Class
Directors and nominees for director
David L. Jahnke16,984*
Kevin P. Riley208,206*
Stephen B. Bowman2,003*
James P. Brannen16,109*
Alice S. Cho2,608*
Frances P. Grieb16,943*
Thomas E. Henning19,075*
John M. Heyneman, Jr.(1)
1,505,7351.4%
Dennis L. Johnson6,271*
Stephen M. Lacy11,897*
Ross E. Leckie6,845*
Patricia L. Moss12,242*
Joyce A. Phillips1,415*
Daniel A. Rykhus17,069*
James R. Scott (2)
4,393,9694.0%
Jonathan R. Scott (3)
535,156*
Named Executive Officers who are not directors
Marcy D. Mutch55,558*
Jodi Delahunt Hubbell37,534*
Russell A. Lee20,351*
Kirk D. Jensen24,756*
All executive officers and directors as a group (22 persons)6,949,0596.4%
5% or greater security holders
Scott Family FIBK Shareholder Group (4)
16,049,36314.7%
* Less than 1% of the class of Class A common stock outstanding.
Financial Code(1)Includes 257,508 shares over which Mr. Heyneman reports shared voting and dispositive power. Mr. Heyneman disclaims beneficial ownership, except to the extent of Ethicshis pecuniary interest therein, over 1,343,000 of the shares reported as beneficially owned indirectly by Mr. Heyneman, which shares are reported as indirectly beneficially owned, in the aggregate, through a limited partnership and several family trusts. Mr. Heyneman has caused a trust through which he reports indirect beneficial ownership in the shares to pledge as collateral security for a loan (line of credit) from Western Security Bank 11,700 shares of Class A common stock.
(2)Includes 375,811 shares over which Mr. Scott reports shared voting and dispositive power. Mr. Scott has caused a trust through which he reports indirect beneficial ownership in the shares to pledge as collateral security for a loan from Western Security Bank 395,000 shares of Class A common stock.
(3)Mr. Scott has caused a trust through which he reports indirect beneficial ownership in the shares to pledge as collateral security for a loan from Western Security Bank 380,000 shares of Class A common stock.
(4)Based on an amendment to Schedule 13D filed with the SEC on March 31, 2022 (the “Schedule 13D/A”). As disclosed in the Schedule 13D/a, the Scott Family FIBK Shareholder Group is composed of John M. Heyneman, Jr., Susan Heyneman, Julie Scott Rose, Homer Scott, Jr., James R. Scott, James R. Scott, Jr., Jeremy P. Scott, Jonathan R. Scott, Risa K. Scott, and several trusts, foundations, entities and other shareholders of the Company affiliated with such Scott family members which are identified in the Schedule 13D/A and which signed with such family members a Stockholders’ Agreement with the Company dated September 15, 2021. The foregoing family members report sole or shared voting and dispositive power over all of such shares.
Our Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officers or other persons performing similar functions are required to comply with our code of ethics for our Chief Executive Officer and senior finance officers.
The purposes of the code of ethics are as follows:
to deter wrongdoing and to promote, among other things, honest and ethical conduct;
to promote full, fair, accurate, timely, and understandable disclosure in SEC and public filings;
to promote compliance with applicable laws, rules, and regulations;
to facilitate prompt internal reporting of violations of the financial code of ethics; and
to provide accountability for adherence to such code.
Employees may submit concerns or complaints regarding ethical issues on a confidential basis by means of a toll-free telephone hotline or the use of an internet-based reporting system. All concerns and complaints are reported to our Chief Audit Executive, General Counsel, Chief Risk Officer, and Financial Crimes Manager. Investigations are monitored by the Chief Audit Executive who is responsible for reporting complaints to the Audit Committee. A current copy of our financial code of ethics can be found in Exhibit 14.1 to the Company’s Annual Report on Form 10-K. There were no amendments to or waivers from our financial code of ethics in 2018, and we intend to disclose any future amendments to or waivers from our financial code of ethics on our website at www.FIBK.com.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis
The compensation discussion and analysis (“CD&A”) describes our executive compensation program for the following 20182021. Our Named Executive Officers (“NEOs”) are our Chief Executive Officer, our Chief Financial Officer, and our three most highly compensated other executive officers collectively referred to aswho were serving in that capacity at the “Named Executive Officers”:end of the year 2021. Our NEOs for 2021 are listed below:
•Kevin P. Riley, President and Chief Executive Officer
•Marcy D. Mutch, Executive Vice President and Chief Financial Officer
•Jodi Delahunt Hubbell, Executive Vice President and Chief Operating Officer
•Russell A. Lee, Executive Vice President and Chief Banking Officer
•Kirk D. Jensen, Executive Vice President and General Counsel
Philip Gaglia, Executive Vice President2021 Performance Highlights
We produced strong results in 2021, with net income of $192.1 million, and Chief Risk Officerdiluted earnings per share of $3.11, resulting in year-over-year increases of 19% and 23%, respectively. Net income included acquisition costs of $11.6 million, which impacted earnings per share by $0.15.
William D. Gottwals, Executive Vice PresidentCredit quality was outstanding, with non-performing assets to total assets and Directorcriticized loans down 41% and 37%, respectively, from the prior year. Net charge-offs of Banking
Stephen W. Yose, Executive Vice President and Chief Credit Officer
2018 Performance
Our performance for 2018 was highlighted by the successful acquisition$7.3 million were 7 basis points of Northwest Bancorporation, Inc., parent company of Inland Northwest Bank (“INB”) and the announcementtotal average loans, which allowed us to release reserves which had been elevated in 2020 as a result of the two pending acquisitions of Idaho Independent Bank and Community 1st Bank. The Northwest Bancorporation, Inc. acquisition was completed on August 16, 2018, and the Company merged INB with our existing bank subsidiary, First Interstate Bank, on November 9, 2018. This transaction expanded our presence in the high-growth markets in the Northwest.

During 2018, we reported earnings of $160.2 million, or $2.75 per diluted share. Earnings levels benefited from four months of INB earnings, improved credit quality, expanded net interest margin, and the impact of tax reform. Our reported return on average common equity was 10.50% and our return on average assets was 1.27%.

Exclusive of acquisition-related expenses and net investment securities gains (losses), our 2018 earnings would have increased 31.3% over our similarly calculated 2017 earnings. 

pandemic.
We have paid over 24 yearsdividends of consecutive quarterly dividends. During 2018, we increased quarterly dividends by 16.7% to $0.28$1.64 per common share, and we recently announced a 10.7% increase in quarterly dividends to $0.31 per common share for the first quarter of 2019, which equates to an annualized yield of 2.98%3.76% based on the $41.55$43.61 per share average closing price of our common stock duringfor 2021.
Impacts from the fourth quarter of 2018.



We remained focused on people, processes, and technology throughout 2018.global pandemic continued to impact 2021. We continued to investprovide our clients and non-clients access to the Paycheck Protection Program (“PPP”) loans, providing them an additional $480 million in funding during the first half of the year. After a record-setting 21.9% growth in deposits in 2020, our clients’ remained healthy and the recovering economy supported additional 14.4% annualized deposit growth during 2021.
Our employee engagement strategy is focused on creating and maintaining a work environment where all employees’ voices are heard. In 2021 we had 95% of our employees participate in our peopleannual employee engagement survey, which resulted in best-in-class ratings by enhancing our benefits,employees in measuring engagement in their jobs. Amid the tight labor market, we focused on developing company-wide role-based training programs, tools around performance coaching, career development, and the retention of top talent through succession planning. Additionally, we remained responsive to COVID-19 concerns and allowed flexibility for many of our training opportunities, and our communications at all levelsemployees to ensure our teams are aligned with our vision, mission, and values. We strengthened our executive team and instituted a senior leadership team. These changes allowed us to realign roles and responsibilities across the Company to enhance clarity and accountability.

continue working remotely.
We continued to enhance Company-wide systemsfocus on our long-term strategic goals to remain relevant and processesmeet the evolving needs of our clients with the implementation of our digital small business lending platform, allowing our clients to ensure continued deliveryinteract with us at their convenience and provide them with faster access to funds.
Our philosophy in how we manage our Company is driven by our focus on the long-term, sustainable success of quality productsour people, our clients, our communities and servicesultimately our shareholders. The following graphs provide information demonstrating the commitment to our clients. We are improving our loan processes to streamline and standardize workflows to allow consistent, timely interactions with our clients.

long-term financial success.
The Company continued to align itself for success as we work towards finalizing technology infrastructure projects that will support the long-term growth


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chart-7fe2b9d633994f3f9bb.jpgchart-d6f7da56467f4c209f2.jpg
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Compensation of the Company. We are building a technology ecosystem that will allow us to be more flexible and adaptable to technology changes now and into the future. We are expanding our digital initiatives to allow online mortgage, credit card, and small business applications.

Underlying these efforts, the Company continues to monitor employee engagement and client satisfaction. The Company believes that satisfied employees create satisfied clients; which is good for the communities we serve, the Company, and our shareholders. Annual employee surveys provide leadership the necessary feedback to respond to areas of opportunity and to highlight and celebrate areas of success. In 2018, the Company expanded its Voice of the Client program to include client panels in all of our markets, as well as transaction based surveys and an annual client survey. We provide real time feedback to our teams which allows them to continually fine tune our in-branch client experience. Our goal is to deliver a consistent client experience across our six state footprint.

Three-year financial metrics are shown in the tables below. The 2018, 2017 and 2016 metrics include the impact of acquisition related expenses of $12.4 million, $27.2 million and $2.8 million, respectively. In 2016, non-interest income included a litigation recovery of $4.2 million.

financialgraphsa06.jpg


Compensation ofNamed Executive Officers
Our executive compensation program is aligned with our business strategy and is designed to maximize long-term shareholder value.

What We Pay and Why: Goals and Elements of Compensation:a01132_pxx565xproposalxinf.jpg
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Emphasize on pay for performance
Attract, retain, and motivate talented and experienced executives within the
 banking industry
Recognize and reward executives whose skill and performance are critical to
our success
Align interests of our executives with our shareholders
Discourage inappropriate
risk taking


Key Features of our Executive Compensation Program:
What we doWhat we do not do
þEmphasize pay for performanceýShort-selling or hedging of Company securities
þUse multiple performance measures and caps on potential incentive paymentsýSingle-trigger vesting of equity awards upon change in control
þUse independent compensation consultantýExcessive perquisites
þRequire minimum stock ownership for Directors and Executive Officers (EOs)ýExcise tax gross-ups
þMaintain a clawback policy to recapture incentive paymentsýRepricing or recycling of shares
þDiscourage risk taking by reserving the right to use discretion in the payout of all incentivesýTrading in Company securities during designated black-out periods, except under valid trading plans

Elements of Total Compensation

We have three primary elements of compensation: base salary, annual short-term cash incentive, and long-term stockequity award incentive.
Average Named Executive Officer Target
Compensation Mix as of December 31, 2018
Base Salary
avgneocompmixa03.jpg
Competitive fixed base cash compensation
Amount based on individual factors such as scope of responsibility, experience, and strategic impact
Approximates 45% of total compensation
Annual Short-Term Incentive (STI)
Cash Award
Awarded based on individual and Company performance
Awards not guaranteed
Awards aligned with Company financial and strategic growth objectives
Awards established at threshold, target, and maximum values
Approximates 25% of total compensation
Long-Term Incentive (LTI)
Performance-Based Restricted Stock (PSA)
and Time-Based Restricted Stock (RSA)
Emphasis on long-term Company performance compared to peers
Objective is to engage and retain executive officers
Approximates 30% of total compensation



execofficerpaymix.jpg
To promote a culture that aligns themanagement's interests of management with those of our shareholders, our 20182021 executive compensation program focused on an appropriatea mix of fixed and variable compensation as illustrated in the charts below.
ceoneopaymix20.jpg
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Factors Considered in Determining Executive Compensation

Compensation Consultant and Management
Human Capital Committee Oversight
The Compensation and Human Capital Committee approves our compensation structure, policy, and programs to ensure we have in place appropriate executive officer incentives and employee benefits. Outside members of the Compensation and Human Capital Committee (those members who meet both the definition of a non-employee director, as that term is defined for purposes of Rule 16b-3 under the Exchange Act, and an outside director, as that term was defined for purposes of Section 162(m) of the Code),Act) have reviewed and determinedrecommended the salary, short-term incentives, and long-term equity incentives awarded to our Chief Executive Officer approvedfor approval by the Board. Additionally, the Compensation and Human Capital Committee reviewed and provided input regarding all other executive officers’ compensation and approved the total dollar value of equity awards for all other officers, taking into consideration non-binding recommendations from non-Outside Members, market analysis, inputas recommended by the Compensation Committee’s independent compensation consultant, and the recommendations of our Chief Executive Officer, except with respect to his own compensation.Officer.

Role of Compensation Consultants/Peer Group Market Analysis

We use comparative executive officer compensation data publicly disclosed by a peer group of public companies in addition to compensation survey data to evaluate the competitiveness of our executive officer compensation and to guide the compensation for newly hired executive officers. During 2018, thestay abreast of market trends. The Compensation and Human Capital Committee engaged the services of a compensation consulting firm, Pearl Meyers & Partners (PM&P),Meyer, to assist with our executive compensation review and to provide competitive market data. PM&Pdata for the purpose of informing 2021 compensation decisions. Pearl Meyer performed a comprehensive review of our executive compensation in 20182020 by obtaining proxy data based on PM&P’s recommendeda peer group approved by the Compensation and Human Capital Committee, which includes banking organizationscommercial banks or bank holding companies, as applicable, traded on major national securities exchanges with asset size, geographytotal assets between 50% and 200% of our total assets, and with geographic and operational and business model characteristics similar to ours. The peer group approved by the Compensation and Human Capital Committee for this purpose, which was selected in collaboration with Pearl Meyer, was composed of the following banks:(the “2021 Peers”):

Atlantic Union Bankshares CorpInternational Bancshares Corporation
BancorpSouth, Inc.Old National Bancorp
Banner CorporationRenasant Corporation
Columbia Banking System, Inc.Simmons First National Corporation
First Financial BancorpSouth State Corporation
First Midwest Bancorp, Inc.International Bancshares CorporationTrustmark Corporation
Banner CorporationFulton Financial CorporationNBT Bancorp, Inc.United Bankshares, Inc.
Chemical Financial CorporationGlacier Bancorp, Inc.Old National BancorpUnited Community Banks, Inc.
Columbia Banking System, Inc.Great Western Bancorp, Inc.Renasant CorporationWashington Federal, Inc.
First Financial BancorpHeartland Financial USA Inc.Simmons First National CorporationWesBanco, Inc.

Changes to the peer group from the previous year include the addition of Great Western Bancorp, Inc. and Heartland Financial USA Inc., each of which was added based on its asset size, operating revenues, market capitalization, and business models. F.N.B. Corporation and IBERIABANK Corporation were removed from the peer group because they no longer met the relevant criteria to be included.

The Compensation Committee exercises its business judgment and discretion in determining executive compensation and generally targets market competitive (50th percentile) base pay, incentives, and total cash compensation within the peer group.









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Analysis of Executive Officer Compensation

Base Salaries

The Compensation and Human Capital Committee and the full Board, based in part on the committee’s recommendation, approved the 20182021 base salary offor Mr. Riley, our current Chief Executive Officer, and the Compensation and Human Capital Committee approvedreviewed and provided input regarding the 2018 compensation of2021 base salaries for the other executive officers, including the Named Executive Officers,NEOs, as recommended by our Chief Executive Officer. Increases to base salarysalaries for our executive officers who were also NEOs in 2020 ranged from 0%2% to 25%5% in 2018, and2021. Increases to base salaries for all executive officers from prior years were based on the Compensation Committee’s review of market data from the disclosures of our peer group defined above,2021 Peers and from published surveys, as well as the results achieved by each executive his or herofficer and their future potential, scope of responsibilities, and experience.

The following table shows the 20182021 base salary of each Named Executive Officer.
Officer
12/31/2018
Base Salary ($)
Kevin P. Riley$752,580
Marcy D. Mutch385,000
Jodi Delahunt Hubbell375,000
Kirk D. Jensen319,000
Philip Gaglia259,600
William D. Gottwals350,000
Stephen W. Yose336,000
Officer12/31/2021
Base Salary ($)		% Increase12/31/2020
Base Salary ($)		% Increase12/31/2019
Base Salary ($)
Kevin P. Riley870,9755.0 %829,5005.00 %790,000
Marcy D. Mutch467,2505.0 %445,0007.23 %415,000
Jodi Delahunt Hubbell446,1195.0 %424,87510.00 %386,250
Russell A. Lee367,2002.0 %360,0002.86 %350,000
Kirk D. Jensen347,1402.1 %340,0003.48 %328,570
Short-Term Incentives

OurConsistent with the overall compensation philosophy of linking incentive awards to Company-wide and individual performance, our executive officers are eligible for annual cash-basedperformance-based, short-term incentives under the 2015 Equity Incentive Plan. cash incentives.
The Compensation and Human Capital Committee setsrecommends, and the targetBoard of Directors approves, financial metrics that are considered in awarding short-term incentives. Our employees’ opportunity offor the short-term incentive awards asis based on a percentage of an executive’seligible employees' base salary. Varying short-term incentive award percentages reflect the Compensation Committee’s belief that an executive officer’s scope of work, responsibilities, and performance should all be considered when awarding incentives. The Company’s award opportunities are established at threshold, target, and maximum levels. The funding percentage between each of the levelslevel is interpolated on a linear basis, with the funding percentage to be 0% for all performance below the threshold level. The maximum payout opportunity for each metric is capped at 150% of the target percentage. The plan also has a discretionary component whereby the Compensation Committee can choose to apply a modifier to the calculated funding percentage based on the Company’s performance. For 2018, the discretionary areas the Committee reviewed were in the areas of customer satisfaction and employee engagement. The discretionary modifier allows the Committee to adjust the short-term funding percentage plus or minus 10%. The performance goals for the Named Executive Officers wereNEOs are established in January 2018. As a group, the Named Executive Officers’ short-term incentive payouts in 2018, after the applicationfirst quarter of the Committee’s exercise of its discretion, were 100.27% of target.

Named Executive Officer Short-Term Incentive

each year.
The 20182021 short-term incentive plan opportunity for the Named Executive OfficersNEOs was based primarily on two metrics related to our 2021 financial performance. Sixty percent (60%) of the STI Plan opportunity was based on 2018 Company performance. Metrics includedearnings per share (EPS), adjusted net incomefor: (1) tax adjusted impacts related to our Allowance for Credit Losses (ACL) as determined under the accounting standard related to the CECL methodology, (2) non-operating expenses related to a litigation settlement, and adjusted(3) acquisition-related costs ("Adjusted EPS"). Forty percent (40%) was based on the efficiency ratio, which overall were at 96.21%adjusted for: (1) impacts related to OREO expense/income (2) investment security gains/losses (3) non-operating expenses related to a litigation settlement and (4) acquisition-related costs (“Adjusted Efficiency Ratio”). The incentive plan opportunity also included two subjective modifiers of target. The Committee determined+/- 5% each, for (1) Relative improvement in Credit Quality as compared to our 2021 Peers, emphasizing the outcome for thequality of our loan portfolio, and (2) a Board discretionary componentmodifier, focused on the basis of the results for the Company’s 2018 employee engagement and customer satisfaction surveys. Based on the survey results, the Committee approved a positive modifier of 5% to be appliedour continued risk-focused response to the base results.global pandemic.
The target Adjusted EPS performance goal was established at $2.96, with a threshold requirement of $2.66, and a requirement of $3.26 for maximum payout. The target Adjusted Efficiency Ratio goal was established at 59.26%, with a threshold ratio of 61.26% and maximum payout rate for a ratio at or below 57.26%. These metrics were aligned with the 2021 operating objectives of the Company’s business with 100%established at the beginning of the awardyear. A reconciliation of Adjusted EPS, a non-GAAP financial measure, to EPS, its most directly comparable GAAP financial measure, is provided below under the caption “Reconciliation of Adjusted EPS and Adjusted Efficiency Ratio.”
At the time the 2021 performance goals were established, the Committee determined it was not appropriate to reward short term incentives as a result of the provisioning (or recovery) of loan losses, due to indeterminable impact economic recovery might have on the required Allowance for Credit Losses (ACL).
As a result, the Adjusted EPS target in the STI Plan provided for a provision expense of $15 million which was determined based on expected loan growth and the level of net charge-offs. Any provision expense or release outside of this pre-determined amount was added back to earnings on an after-tax basis to determine EPS for purposes of meeting the target EPS levels defined in the plan. The Committee believed, and the Board concurred, that this methodology still demonstrated a direct link between the Company’s goals, the outcomes achieved, and payouts awarded to its employees.
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Two subjective modifiers were evaluated in determining the STI award: credit quality trending to peers and a Board discretionary modifier. Each modifier could adjust STI by up to +/-5%. The Committee reviewed the Company’s credit quality metrics compared to its 2021 Peers, including Criticized Loans/Total Loans, Classified Loans/Total Loans, and Non-Performing Assets/Total Loans, and determined the Company met the criteria to apply a 5% subjective modifier to increase the STI calculated performance award. The second discretionary modifier evaluated by the Committee was based on the Company’s overallsuccessful financial performance during an evolving economic climate, the thorough due diligence and eachnegotiation process related to the Great Western Bancorp acquisition, and the continued efforts related to employee well-being during the global pandemic, among other factors. Varying short-term incentive award percentages for NEOs reflect the recommendations made by the CEO with input from the Compensation and Human Capital Committee. It is the Compensation and Human Capital Committee’s belief that an executive officer’s accomplishments measured against individualscope of work, responsibilities, and performance plan objectives. should all be considered when awarding incentives.
Reconciliation of Adjusted EPS and Adjusted Efficiency Ratio
Adjusted EPS and Adjusted Efficiency Ratio are financial measures that are not presented in accordance with GAAP and are included herein because the Compensation and Human Capital Committee and the Board utilize such terms in connection with determining management’s performance under our short-term incentive plan. A reconciliation of such measures to their most directly comparable GAAP financial measures is calculated as follows:
(In millions, except % and per share data)As of December 31, 2021
Adjusted EPSProvision AdjustmentEPS
Net income and EPS$192.1 $3.11 
Less: GAAP recovery of credit loss, adjusted for taxes-11.2
Less: Budgeted provision for credit losses, adjusted for taxes-11.6
Add: Litigation settlement, adjusted for taxes0.8
Add: Acquisition-related costs, adjusted for taxes8.9
Weighted average common shares outstanding for diluted earnings per common share computation61,741,828 
Adjusted Net Income and EPS$179.0 $2.89 
Adjusted Efficiency Ratio
Non-interest expense$405.5 
Non-interest income150.5
Net interest income488.2
Core deposit intangibles amortization9.9 
Efficiency ratio(1)
61.94 %
OREO income$(0.2)
Investment security gains1.1
Litigation settlement1.0
Acquisition-related costs11.6
Adjusted Efficiency Ratio(2)
60.05 %
(1) The Company utilizes the FDIC definition as our reported efficiency ratio as non-interest expense less amortization of intangible assets as a percent of net interest income plus non-interest income.
(2) Adjusted Efficiency Ratio is calculated utilizing the FDIC definition above and excludes OREO income, litigation settlement, and acquisition-related costs from non-interest expense and investment security gains from non-interest income.

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Short-term incentive fundinggoals and performance outcomes under the STI plan (prior to adjustment for assessment of individual performance) were as follows:
Performance Goals
Performance MeasureWeightMinimum 50% of TargetTarget PerformanceMaximum 150% of TargetAdjusted EPS/ Adjusted Efficiency RatioActual Performance, As Adjusted
Adjusted Earnings Per Share*60 %$2.66$2.96$3.26$2.8952.68 %
Adjusted Efficiency Ratio*40 %61.26 %59.26 %57.26 %60.05 %32.10 %
Payout Ratio Before Modifier84.78 %
Total Payout Ratio Adjusted for 10% Modifiers93.26 %
*See reconciliation to most directly comparable GAAP financial measures in the Company in 2018 was 101.02% of target.table above.












  Performance TargetsActual Performance
  ThresholdBaseTargetMaximum  
Performance MeasureWeight 50% Payout100% Payout125% Payout150% PayoutAmountWeighted Average Funding Percentage
Net Income, as adjusted*
($ in ‘000s)
60%$144.25$161.22$169.70$178.19$169.5074.61%
Efficiency Ratio, as adjusted*40%59.24%57.24%56.24%55.24%59.08%21.60%
       96.21%
Discretionary Modifier Applied 

 5.0%4.81%
Total 
    101.02%
* Excludes tax adjusted acquisition expenses

Short-term incentivesSTI plan payouts for the Named Executive Officers ranged from 64% to 117%NEOs were 93.26% of target opportunity in 2018.2021. The following table shows the 2018 short-term incentive2022 STI plan payouts for each Named Executive Officer.NEO.

Performance GoalsActual
Officer12/31/2021
Base Salary
 ($)		Target
% of Base Salary		2021
Target Value		Actual
 % of Target Value		2021 Actual
Total Payout Value ($)		Weighted Average Payout %
Kevin P. Riley$870,975 80 %696,78093.26 $649,817 
Marcy D. Mutch467,25060 %280,35093.26 261,454
Jodi Delahunt Hubbell446,11960 %267,67193.26 249,630
Kirk D. Jensen347,14050 %173,57093.26 161,871
Russell A. Lee367,20060 %220,32093.26 205,470
Total$2,498,684 $1,638,691 $1,528,242 93.26 %
  Performance GoalsActual
Officer
12/31/2018
Base Salary
 ($)
Target
% of Base Salary
2018
Target Value
Actual
 % of Target Value
2018 Actual
Total Payout Value		Weighted Average Payout %
Kevin P. Riley752,58080602,064100602,064
(1) 
 
Marcy D. Mutch385,00050192,500117225,000
(2) 
 
Jodi Delahunt Hubbell375,00050187,500107200,000
(3) 
 
Kirk D. Jensen319,00050159,500100160,000
(4) 
 
Philip Gaglia259,60050129,800116150,000
(5) 
 
William D. Gottwals350,00050175,00064112,000
(6) 
 
Stephen W. Yose336,00050168,000101169,680
(7) 
 
Total  $1,614,364 $1,618,744
 100.27%

(1) Mr. Riley received a 2018 short-term incentive payout of $602,064, which included 100% of Mr. Riley’s target short-term incentive based on Company performance. The total award of $602,064 is reflected in the Bonus (STI) column in the Summary Compensation table.
(2) Ms. Mutch received a 2018 short-term incentive payout of $225,000, which included $194,464, or 101.02% of Ms. Mutch’s target short-term incentive based on Company performance, and an additional $30,536 based on Ms. Mutch’s individual accomplishments against her performance plan. The total award of $225,000 is reflected in the Bonus (STI) column in the Summary Compensation table.
(3) Ms. Delahunt Hubbell received a 2018 short-term incentive payout of $200,000, which included $189,413, or 101.02% of Ms. Delahunt Hubbell’s target short-term incentive based on Company performance, and an additional $10,587 based on Ms. Delahunt Hubbell’s individual accomplishments against her performance plan. The total award of $200,000 is reflected in the Bonus (STI) column in the Summary Compensation table.
(4) Mr. Jensen received a 2018 short-term incentive payout of $160,000, which included $159,500, or 100% of Mr. Jensen’s target short-term incentive based on Company performance, and an additional $500 based on Mr. Jensen’s individual accomplishments against his performance plan. The total award of $160,000 is reflected in the Bonus (STI) column in the Summary Compensation table.
(5) Mr. Gaglia received a 2018 short-term incentive payout of $150,000, which included $131,124, or 101.02% of Mr. Gaglia’s target short-term incentive based on Company performance, and an additional $18,876 based on Mr. Gaglia’s individual accomplishments against his performance plan. The total award of $150,000 is reflected in the Bonus (STI) column in the Summary Compensation table.
(6) Mr. Gottwals received a 2018 short-term incentive payout of $112,000. Mr. Gottwal’s short-term incentive would have been $176,785, or 101.02% of his target short-term incentive, based on Company performance, had he achieved his individual performance plan objectives.
(7) Mr. Yose received a 2018 short-term incentive payout of $169,680, which included 101% of Mr. Yose’s target short-term incentive based on Company performance.


Long-Term Incentives

We believe long-term equity incentive compensation encourages employees to focus on our long-term performance. Long-term incentives in the form of equity compensation also provide an opportunity for executive officers and certain designated key employeessenior leadership to increase their equity ownership in the Company, further aligning their interests with those of our shareholders.
Under the Company's 2015 Equity Incentive Plan, as amended, the Compensation and Human Capital Committee approves equity awards for directors and the CEO, and reviews and provides input to the CEO regarding equity awards to certain officers, including the NEOs. Awards are granted to enhance our ability to attract, retain, and motivate employees by providing them with both equity ownership opportunities and performance-based incentives intended to align their interests with those of our shareholders. The Compensation and Human Capital Committee has delegated authority to the Company’s Chief Executive Officer, subject to certain terms and limitations as established by the Committee, to make awards to employees who are not Section 16 officers. For additional information regarding our equity compensation plans, see the information provided under the caption “Equity Compensation Plans” included in this proxy statement.
2021 Long-Term Incentives Awarded
In 2018,2021, long-term incentives awarded to the Named Executive OfficersNEOs included an equala mix of performance-vestedperformance (60% of the award) and time- vestedtime-based vesting (40% of the award) restricted stock.stock awards. Our Chief Executive Officer’s target long-term incentive award is equal to approximately 105%130% of his base salary, and the remaining Named Executive Officers’NEOs’ target long-term incentive awards are equal to approximately 50%range from 50-80% of their base salaries. The value ofsalaries, consistent in each case as intended and approved by the Compensation and Human Capital Committee for the NEOs also in 2020. In 2020 for our Chief Executive Officer, however, his long-term incentive award was inadvertently established at the then prior year’s lower approximately 110% base salary award level. In order to rectify the circumstances and put the CEO in as close to the same position as he would have been had his award been determined at the appropriate 130% level, the committee approved an additional long-term incentive award in 2021 to make up the difference (on the same terms as the other 2021 long-term incentive awards for the CEO), including making a de minimus cash payment to our officers, including the Named Executive Officers, is based primarilyMr. Riley for dividends that would have accrued on the individual’s ability to influenceshares underlying the Company’s long-term growth and profitability.

Time vested restricted stock awards have a three-year graded vesting period. Performance vested restricted stock awards vestcatch-up award had it been made in varying percentages based upon the Company’s performance relative to that of a peer group composed of the SNL Financial index (“SNL Index”) of bank holding companies with total assets between 50% and 200% of our December 31, 2018 total assets. The 2019 award vesting percentages range from 0% to 200% of target and are based on the Company’s three-year return on equity weighted at 40% and the three-year total shareholder return weighted at 60%. The measurement period for 2019 performance vested restricted stock awards runs from January 1, 2019 to December 31, 2021 using the previous 12 quarters’ performance. The performance awards granted in 2019 will vest on March 15, 2022.
The award range for the 2019 awards is interpolated on a linear basis, except that the adjustment percentage will equal 0% for a ranking below the 35th percentile. Vesting is2020 as follows:
Percentile RankingAward Range
Below 35th percentile0%
35th percentile50%
50th percentile100%
90th percentile200%
intended. All awards under our equity compensation plan are based on the closing price of the underlying common stock as quoted on NASDAQ Stock Market for the last market trading day prior to the date of the award. Dollar values of the annual
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Time-based vesting restricted equity awards of long-term incentives to executives have historically been approved at the Compensation Committee’s regularly scheduled meetinga three-year graded vesting period. Performance-based vesting restricted equity awards vest in January with the date of the awards specified at that time.

Results of the 2016 Long Term Incentive Performance Awards

Performance vested restricted shares awarded to executive officers in 2016 for the measurement period January 1, 2016 through December 31, 2018 are scheduled to vest on March 15, 2019. The 2016 performance vested restricted shares will vestvarying percentages based upon the Company’s performance relative to that of a peercomparator group comprisedcomposed of the SNL Financial Index ofall U.S. commercial banks or bank holding companies, as applicable, traded on a major exchange with total assets between 50% and 200% of our December 31, 20162020 total assets and were
The 2021 performance-based vesting awards vest in percentages ranging from 0% to 200% of target, based on First Interstate’sthe Company’s three-year returnAdjusted Return on average assets, three-year return on average equityAverage Equity (weighted at 50%) and the three-year average total shareholder return.return (weighted at 50%) as compared to the comparators (the "percentile ranking"). Adjusted Return on Average Equity is defined as Adjusted Net Income divided by Average Equity. Adjusted Net Income is defined as pretax net income, minus non-recurring revenue items, plus non-recurring expense items, with non-recurring items being defined by S&P Global (or its successor.) The measurement dateperiod for 2016 performance vested restricted stock2021 performance-based vesting awards wasis from January 1, 2021 to December 31, 2018 using2023. The performance-based vesting awards granted in 2021 will vest to the previous 12 quarters’ performance.extent the performance criteria are met with respect to such awards on March 15, 2024.

The pre-defined performance objectives for January 1, 2016 through December 31, 2018 were as follows:
Goal Percentile Rank 
Unweighted
% of Target Award
 Goal Weight Weighted % of Target Award
Return on average assets 56.70% 91.75% 33.33% 30.58%
Return on average equity 61.9% 104.75% 33.33% 34.92%
Total shareholder return 77.4% 150% 33.33% 50.00%
Total     100.00% 115.50%



The award range for2021 performance-based vesting awards will vest based upon the 2016 performance vested restricted shares wasfollowing scale, interpolated on a linear basis with minimum performance threshold defined as the 35th percentile. Vesting for the 2016 performance vested restricted shares is as follows:

between vesting tiers.
Percentile RankingAward Range
Below 35th percentile0%
40th35th percentile (linear interpolation)50%
50th percentile75%
60th percentile (linear interpolation)100%
70th90th percentile125%
75th percentile150%200%

2019 Long-Term Incentive Performance Results
Performance-based vesting restricted awards granted to executive officers in 2019 vested on March 15, 2022. The measurement period for the performance-based vesting restricted awards was from January 1, 2019 through December 31, 2021. The awards vested based upon the Company’s performance relative to a comparator group composed of all U.S commercial banks or bank holding companies, as applicable, traded on a major exchange with total assets between 50% and 200% of our December 31, 2018, total assets, and were based on our three-year return on average equity, and the three-year total shareholder return.
The performance results were as follows:

GoalPercentile RankUnweighted
% of Target Award		Goal WeightVesting %
Return on equity50.25%100.62%50%50.31%
Total shareholder return28.00%—%50%—%
Total100%50.31%

Comprehensive Benefits Package

We provide a competitive benefits package to all full-time employees, including the Named Executive Officers,NEOs, that includes health and welfare benefits such as medical, dental, vision care, disability insurance, and life insurance benefits, and a 401(k) savings plan. We also provide a profit sharing plan for all non-temporary employees under which contributions are made as authorized by our Board. Participants vest in profit sharing amounts after three years of service.

We provide a non-qualified deferred compensation plan under which eligible participants, including our NEOs, may defer a portion of their base salary, or short-term incentives and, if applicable, supplemental executive retirement plan contributions, subject to certain maximums as set forth by the plan administrator. Additionally, we make discretionary contributions on behalf of the executive officer participants for 401(k) plan matching contributions and profit sharing contributions in excess of Code limitations. Other contributions on behalf of a participant may be made at the discretion of our Board.

We have obtained life insurance policies covering selected officers of our banking subsidiary, First Interstate Bank, including certain of our Named Executive Officers.NEOs. Under these policies, we receive benefits payable upon death of the insured. An endorsement split dollar agreement or survivor income benefit agreement has been executed with each of the insureds whereby a portion of the death benefit or a lump-sum survivor benefit is payable to the insured’s designated beneficiary if the participant is employed by us at the time of death.

Perquisites
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Perquisites offered to the Named Executive Officers may include payment of the following: social club dues and the use of a Company automobile.

2021 Other Compensation Matters
Severance and Change-in-Control Benefits

We provide severance pay and other benefits to executive officers, including the Named Executive Officers,NEOs, who have their employment terminated, including through involuntary termination by us without cause and, in some cases, voluntary termination byof the executive for good reason. These arrangements provide security of transition income and benefit replacements that allow such executives to focus on our prospective business priorities that create value for shareholders. We believe the level of severance and benefits provided by these arrangements is consistent with the practices of our 2021 peers and are necessary to attract and retain key employees. Potential payments and benefits available under these arrangements are discussed further under the caption “Potential Payments upon Termination or Change of Control.”Control” included elsewhere in this proxy statement.



Other Matters

Tax Considerations

Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), generally disallows an income tax deduction to public companies for annual compensation in excess of $1 million paid to the chief executive officer, the chief financial officer, and the three other most highly compensated Named Executive OfficersNEOs for the taxable year. For periods prior to 2018, compensation that qualified as “performance-based” or satisfied another exception was excluded for purposes of calculating the amount of compensation subject to the $1 million limit. For taxable years beginning after December 31, 2017, however, the exemption from the Section 162(m) deduction limit for performance-based compensation has been repealed, by the Tax Cuts and Jobs Act of 2017, such that compensation paid to our Named Executive OfficersNEOs in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017, for performance-based compensation. The Compensation and Human Capital Committee considers tax and accounting consequences in developing and implementing our executive compensation program and believes that compensation paid under our management incentive plans in taxable years prior to 2018 is generally fully deductible for federal income tax purposes. Deductibility of awards will likely continue as one factor in determining executive compensation, but the Compensation and Human Capital Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by the Company for tax purposes.

Securities Trading Policy

Our insider trading policy prohibits our directors and employeesSection 16 officers from trading in our securities during certain designated blackout periods, and otherwise whileduring any time in which they are aware of material non-public information, and from engaging in hedging transactions or short salesshort-sales and trading in puts and calls with respect to our securities. The policy also cautions against holding our securities in a margin account or pledging our securities as collateral for a loan.

Clawback Provisions

In 2011, based on the Compensation Committee’s recommendation, theOur Board has approved a clawback policy for all Section 16 reporting officers, including the Named Executive Officers.NEOs. The clawback policy authorizes the Board to recoup all performance-based compensation paid during the years affected by a financial statement restatement or executive misconduct. The Board may also direct the Company to cancel any equity-based awards granted to the executives during the applicable time period and recoup any gains realized during the time period with respect to equity-based awards.

StockEquity Ownership Guidelines
In order to further align themanagement's interests of the employees with the interests of the Company, our Board, based upon the recommendation of the Compensation and Human Capital Committee, approved a stockan equity ownership guideline policy. The Board has delegated oversight of the policy wherebyto the Compensation and Human Capital Committee, and has authorized the committee to recommend policy modifications from time to time. Under the current policy, each executive officer is expectedencouraged to acquire and maintain ownership of our common stock, including equity awards subject to vesting conditions, equal in value to a specified multiple of the executive officer’s base salary.

The policy currently recommends the following stockequity holdings for our Named Executive Officers:
NEOs:
StockEquity Ownership GuidelineGuidelines
Chief Executive OfficerFive (5) times base salary
Named Executive Officers (excluding Chief Executive Officer)Financial Officer, Chief Banking Officer, and Chief Operating OfficerThree (3) times base salary
All other Executive OfficersTwo (2) times base salary

Stock holdings are
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Ownership is measured at the end of each year using the applicable year’s average closing Class A common stock price. Each Named Executive OfficerNEO is expected to meettarget meeting the ownership guidelines by the later of January 1, 2018 orwithin five years from the date he or shethey became a Named Executive Officer.



Equity Granting Practices

The Board of Directors, based on the recommendationNEO. All of the Compensation Committee, adoptedNEOs were in compliance with the 2015 Equity Incentive Plan under whichguidelines, including grace periods, set forth in the Compensation Committee (or a subcommittee thereof) approves equity awards to certain officers, including the Named Executive Officers. Awards are granted to enhance our ability to attract, retain, and motivate employees and directors who are expected to make important contributions to us by providing them with both equity ownership opportunities and performance-based incentives intended to align their interests with those of our shareholders. The Compensation Committee has delegated authority to the Company’s Chief Executive Officer, subject to certain terms and limitations as established by the Committee, to make awards to employees who are not Section 16 officers. For additional information regarding our equity compensation plans, see “Equity Compensation Plans.”

policy.
Results of Shareholder Advisory Approval of Named Executive Officer Compensation

The Company holds non-binding advisory votes on executive compensation every other year with the last vote occurring during the 20172021 Annual Meeting of the Shareholders. At the 2017 Annual Meeting of Shareholders,that meeting, shareholders were asked to approve, on an advisory basis, the Named Executive OfficerNEO compensation for 20162020 as reported in our 2017 joint2021 proxy statement/prospectus.statement. This say-on-pay proposal was approved by over 99%98% of the shares present in person or by proxy and entitled to vote.vote on the matter. The Compensation and Human Capital Committee considered the results of the 20172021 advisory vote, along with shareholder input and other factors discussed in this Compensation Discussion and Analysis and concluded that no changes to our compensation policies and practices were warranted in response to the shareholder advisory vote.

Risk Assessment of Compensation Programs

The Compensation and Human Capital Committee designs our compensation programs to encourage appropriate risk takingmanagement while discouraging behavior that may result in unnecessary or excessive risk. In this regard, the following elements have been incorporated in our compensation programs for executive officers:
þ☑Use of multiple metrics in annual short-term incentive plan and use of two long-term incentive vehicles for executive officers;
þ☑EachCapping each short-term incentive award metric capped at 150%;
þ☑Performance-basedCapping performance-based share awards capped at 200%;
þ☑Time-basedProviding time-based share awards that vest ratably over three years;
þ☑Emphasis onEmphasizing long-term and performance-based compensation;
þ☑FormalInstituting formal clawback policies applicable to both cash and equity performance-based compensation; and
þ☑Alignment ofAligning interests of our executive officers with the long-term interests of our shareholders through stockequity ownership guidelines that call for significant share ownership.guidelines.
The Compensation and Human Capital Committee periodically reviews with management an assessment of whether risks arising from the Company’s compensation policies and practices for all employees are reasonably likely to have a material adverse effect on the Company, as well as the means by which any potential risks may be mitigated, such as through governance and oversight policies. Based on its most recentthe 2021 assessment, the Compensation and Human Capital Committee concluded that our compensation policies and practices for all employees do not create risks that are reasonably likely to have a material adverse effect on the Company.

Compensation and Human Capital Committee Report

The Compensation and Human Capital Committee has reviewed and discussed the foregoing “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-Kinformation with management and, based on such review and discussions, the Compensation and Human Capital Committee recommended to the Board that the “Compensation Discussion and Analysis” be included in this proxy statement and be incorporated by reference into the Company’s 2018 Form 10-K.2021 Annual Report.

SUBMITTED BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS:
Submitted by the Compensation and Human Capital Committee of the Board of Directors:
Patricia L. Moss, ChairStephen B. BowmanStephen M. LacyDaniel A. RykhusJames R. Scott
Teresa A. Taylor, ChairSteven J. CorningCharles E. Hart
John Heyneman, Jr.Patricia L. MossJames R. Scott




47
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

2018Compensation of Named Executive Officers
2021 Summary Compensation Table


The table below summarizes the total compensation paid or earned by each of the Named Executive OfficersNEOs for the fiscal years ended December 31, 2018, 20172021, 2020, and 2016.2019, as required by applicable rules of the SEC. When approving total compensation for each of the Named Executive Officers,NEOs, the Compensation and Human Capital Committee considers compensation paid to executives in comparable financial institutions.institutions, including our 2021 Peers.
Name and PositionSalary ($)Short Term Incentive ($)
Equity Awards ($) (1)
All Other Compensation ($) (2)
Total ($)
Kevin P. Riley (3)
2021$864,594 $649,817 $1,442,198 $244,634 3,201,243 
President & Chief2020$823,423 800,036 943,409 372,305 2,939,173 
Executive Officer2019784,243 531,638 866,261 349,884 2,532,026 
Marcy D. Mutch (4)
2021463,827 261,454 365,948 33,069 1,124,298 
Exec. Vice President &2020440,385 335,000 368,062 33,233 1,176,680 
Chief Financial Officer2019410,385 186,750 332,153 42,585 971,873 
Jodi Delahunt Hubbell2021442,851 249,630 349,380 28,931 1,070,792 
Exec. Vice President &2020418,933 308,000 351,436 32,222 1,110,591 
Chief Operating Officer2019384,519 173,813 205,616 156,050 919,998 
Russell A. Lee (5)
2021366,092 205,470 215,688 23,250 810,500 
Exec. Vice President &
2020(5)
358,462 240,000 148,873 1,225,402 1,972,737 
Chief Banking Officer2019N/AN/AN/AN/AN/A
Kirk D. Jensen (4)
2021346,042 161,871 169,913 29,123 706,949 
Exec. Vice President &2020338,242 145,000 175,733 29,527 688,502 
General Counsel2019327,098 147,857 163,970 39,097 678,022 
(1) The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Equity awards are a combination of time-based vesting and performance-based vesting restricted equity awards. See 2021 Equity Awards Granted During 2021 table for a breakdown of this by award type.
(2) The amounts shown reflect for each NEO: contributions by us to our employee savings plans, under Section 401(k) of the Code; contributions by us to our non-qualified deferred compensation plan; premiums paid by us for individual long-term care plans; and dividends on unvested restricted stock. The amounts do not reflect premiums paid by us for group health, life and disability insurance policies that apply generally to all salaried employees on a nondiscriminatory basis.
(3) The amounts in the All Other Compensation column for Mr. Riley also reflect income from amounts paid by us for social club dues, the personal use of a Company vehicle, imputable income for Company plane use, and Company contributions to Mr. Riley's non-qualified defined contribution supplemental executive retirement plan of $174,195, $331,800, and $261,332 earned for the performance periods ending in 2021, 2020, and 2019, respectively.
(4) The amounts in the All Other Compensation column for Ms. Mutch and Mr. Jensen also reflect income from amounts paid by us for social club dues.
(5) We have non-competition, consulting and release agreements with Russell A. Lee, our chief banking officer, that were agreed upon in 2018 in connection with our acquisition of Northwest Bancorporation, Inc., where Mr. Lee served as president and chief executive officer. The non-competition agreement restricts for two years following the termination of his employment with us his ability to (i) engage in any business or enterprise that competes directly or indirectly with the Company or First Interstate Bank in Idaho, Montana, Oregon or Washington, and (ii) solicit any employee of First Interstate Bank to leave the employ of First Interstate Bank or divert any business from First Interstate Bank, and in consideration of this arrangement and a full release of legal claims the Bank agreed to pay Mr. Lee $1.2 million in August 2020, which amount is subject to a corresponding pro-rata clapback for any portion of the two-year restriction following any breach by Mr. Lee of the restrictive covenants.

48

      Bonus Stock All Other  
Name and   Salary(STI) Awards Compensation Total
Position   ($)($) 
($)(2)
 
($)(3)
 ($)
               
Kevin P. Riley 2018 $741,106
 $602,064
  $792,989
 $361,918
(4) 
 $2,498,077
President & 2017 660,616
 406,800
  474,560
 254,064
  1,796,040
Chief Executive Officer 2016 560,384
 300,000
  299,938
 252,492
  1,412,814
               
Marcy D. Mutch 2018 379,616
 225,000
  192,984
 29,819
(5) 
 827,419
Exec. Vice President & 2017 342,769
 175,000
  182,427
 25,106
  725,302
Chief Financial Officer 2016 278,615
 123,000
  119,944
 5,582
  527,141
               
Jodi Delahunt Hubbell (1)
 2018 363,462
 200,000
  187,925
 22,706
  774,093
Exec. Vice President & 2017 N/A
 N/A
  N/A
 N/A
  N/A
Chief Operating Officer 2016 N/A
 N/A
  N/A
 N/A
  N/A
               
Kirk D. Jensen 2018 314,539
 160,000
  159,936
 26,302
(5) 
 660,777
Exec. Vice President & 2017 283,846
 135,000
  149,940
 21,933
  590,719
General Counsel 2016 250,000
 118,000
  162,371
 70,255
  600,626
               
Philip Gaglia 2018 253,508
 150,000
  129,989
 23,108
(5) 
 556,605
Exec. Vice President & 2017 N/A
 N/A
  N/A
 N/A
  N/A
Chief Risk Officer 2016 N/A
 N/A
  N/A
 N/A
  N/A
               
William D. Gottwals 2018 350,000
 112,000
  149,981
 26,389
  638,370
Exec. Vice President & 2017 342,308
 100,000
  139,944
 22,852
  605,104
Director of Banking 2016 300,012
 93,000
  140,065
 10,696
  543,773
               
Stephen W. Yose 2018 331,231
 169,680
  129,989
 28,922
  659,822
Exec. Vice President & 2017 298,846
 100,000
  164,934
 22,842
  586,622
Chief Credit Officer 2016 198,750
 160,000
  200,010
 142,956
  701,716
               
(1)
Ms. Delahunt Hubbell joined the Company as Executive Vice President and Chief Banking Officer on October 16, 2017. She assumed the role of Executive Vice President and Chief Operating Officer on February 24, 2018.
(2)
The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Stock awards are a combination of time-based vesting and performance-based vesting restricted stock awards. The above table includes the value of the 2016 performance awards based on return on average assets, return on average equity and total shareholder return performance at the 50th to 100th percentile, the value of the 2017 and 2018 performance awards based on return on average equity and total shareholder return performance at the 50th and 100th percentile, which would entitle the Named Executive Officers to receive 100% of the performance based vesting restricted stock awarded, or the target shares. The maximum vesting for the performance awards is 150% of target shares for 2016, if return on average assets, return on average equity and total shareholder return performance are at or above the 75% percentile of the SNL Index for 2016, and 150% of target shares for 2017 and 2018, if return on average equity and total shareholder return performance are at or above the 75% percentile of the SNL Index for 2017. The 2016 performance based restricted stock awards are scheduled to vest at 115.50% of target on March 15, 2019.


Time and performance stockequity awards are presented below for each NEO included in the 20182021 Summary Compensation table above.
    Time Restricted Performance Restricted
    Stock Awards Stock Awards
    (#) (#)
       
Kevin P. Riley 2018 9,718 9,718
  2017 5,697 5,697
  2016 5,724 5,724
       
Marcy D. Mutch 2018 2,365 2,365
  2017 2,190 2,190
  2016 2,289 2,289
       
Jodi Delahunt Hubbell 2018 2,303 2,303
  2017 5,215 N/A
  2016 N/A N/A
       
Kirk D. Jensen 2018 1,960 1,960
  2017 1,800 1,800
  2016 1,908 1,908
       
Philip Gaglia 2018 1,593 1,593
  2017 1,470 1,470
  2016 1,431 1,431
       
William D. Gottwals 2018 1,838 1,838
  2017 1,680 1,680
  2016 2,673 2,673
       
Stephen W. Yose 2018 1,593 1,593
  2017 1,980 1,980
  2016 7,080 N/A
       
above, as applicable for the periods during which they qualified as NEOs for the Company.

Time-Based Vesting RestrictedPerformance-Based Restricted
Equity Awards (#)
Equity Awards (1) (#)
Kevin P. Riley202111,594 17,392 
202012,869 19,304 
2019
8,235(3)
12,353 
Marcy D. Mutch20212,942 4,413 
20205,021 7,531 
20193,182 4,773 
Jodi Delahunt Hubbell20212,809 4,213 
20204,794 7,191 
20192,044 3,066 
Russell A. Lee20211,734 2,601 
20202,031 3,046 
2019N/AN/A
Kirk D. Jensen20211,366 2,049 
20202,397 3,596 
20191,630 2,445 
(1) The 2016, 2017,number of shares listed assumes target level performance. The 2019*, 2020, and 2018 time2021 time-based vesting awards and the portion of the performance-based vesting awards that vests based on return on adjusted average equity (“ROAE”) were valued at $26.20$40.31 per share, $41.65$28.36 per share, and $40.80$50.82 respectively, for all executive officers other than with respect to the 2019 performance-based vesting awards for Ms. Mutch and Mr. Riley, which were valued at $41.73 and $42.19, respectively. The portions of the 2019, 2020, and 2021 performance-based vesting awards which vest based on total shareholder return (“TSR”) were valued based on Monte Carlo at $40.07 per share, respectively. Additional time-based$31.57 per share, and $47.27 respectively, for all executive officers other than with respect to the 2019 performance-based vesting restricted stock awards for Ms. Mutch and Mr. Riley, which were valued at $44.07 per share, were awarded to Ms. Delahunt Hubbell upon her employment with the Company in October 2017. $41.81.
(3)
The amounts shown reflect for each Named Executive Officer: contributions by us to our qualified profit sharing and employee savings plans, under Section 401(k) of the Internal Revenue Code; contributions by us to our nonqualified deferred compensation plan; premiums paid by us for individual long-term care plans; and dividends on unvested restricted stock. The amounts do not reflect premiums paid by us for group health, life and disability insurance policies that apply generally to all salaried employees on a nondiscriminatory basis.
(4)
The amounts in the All Other Compensation column for Mr. Riley also reflect income from amounts paid by us for social club dues, the personal use of a Company vehicle, Company contributions to Mr. Riley's non-qualified defined contribution supplemental executive retirement plan of $301,032, $208,282 and $201,140 in 2018, 2017, and 2016 respectively, and relocation costs of $80,645 paid in 2016.
(5)
The amounts in the All Other Compensation column for Ms. Mutch, Mr. Jensen, Mr. Gaglia, and Mr. Gottwals also reflect income from amounts paid by us for social club dues.

Equity Compensation Plans
The Company has equity awards outstanding under two stock-basedequity-based compensation plans;plans: the 2015 Equity Incentive Plan, as amended (the “2015 Plan”) and the 2006 Equity Compensation Plan, as amended and restated, (the “2006 Plan”). These plans were primarily established to enhance the Company’s ability to attract, retain, and motivate employees.

The 2015 Plan, approved by the Company’s shareholders in May 2015, was established to provide us with flexibility to select from various equity-based performance compensation methods, and to be able to address changing accounting and tax rules and corporate governance practices by optimally utilizing performance basedequity-based compensation. The 2015 Plan did not increase the number of shares of common stock available for awards under the 2006 Plan.

The 2006 Plan, which was approved by the Company’s shareholders in May 2006 and May 2014, was established to consolidate into one plan the benefits available under all other then-existing share-based award plans (collectively with theplans. The 2006 Plan the “Previous Plans”). The Previous Plans continuecontinues to govern outstanding awards made prior to May 2015.



The 2015 Plan contains the following important features:
þ☑The maximum number of shares of our Class A Common Stock reserved for issuance under the 2015 Plan was 2,000,000, which was approximately 9.2% of our previously-existingpreviously existing Class A Common Stock outstanding at the time of shareholder approval.
þ☑The 2015 Plan prohibits the repricing of awards without shareholder approval.
þ☑The 2015 Plan prohibits the recycling of shares.
þ☑Awards under the 2015 Plan are subject to broad discretion by the Compensation and Human Capital Committee administering the plan.
þ☑All awards under the 2015 Plan are based on the closing price of the underlying common stock as quoted on NASDAQ Stock Market for the last market trading day prior to the date of the award.


49

The following terms apply to equity awards granted for each of the last three years:
Time-restricted•Time restricted awards - three-year graded vesting period; and
•
Performance-restricted awards - cliff vesting as of March 15thof the third year following the year of the award for 2018, 2017, and 2016,
•Performance restricted awards - cliff vesting as of March 15of the third year following the year of the award for 2021, 2020, and 2019 respectively, based on achievement of specified performance conditions.


2021 Equity Awards Granted During 2021
Estimated Future Payouts Under Equity Incentive Plan AwardsAll Other Equity Awards
NameGrant DateCommittee Approval Date
Threshold (#)(1)
Target (#)(2)
Maximum (#)(3)
Number of Stock or Units (#)(4)
Grant Date Fair Value of Equity Awards ($)(5)
Kevin P. Riley3/15/20212/17/2021— — — 11,594 $589,207 
3/15/20212/17/20218,696 17,392 34,784 — 852,911 
Marcy D. Mutch3/15/20212/17/2021— — — 2,942 149,512 
3/15/20212/17/20212,207 4,413 8,826 — 216,436 
Jodi Delahunt Hubbell3/15/20212/17/2021— — — 2,809 142,753 
3/15/20212/17/20212,107 4,213 8,426 — 206,627 
Russell A. Lee3/15/20212/17/2021— — — 1,734 88,122 
3/15/20212/17/20211,301 2,601 5,202 — 127,566 
Kirk D. Jensen3/15/20212/17/2021— — — 1,366 69,420 
3/15/20212/17/20211,025 2,049 4,098 — 100,493 
(1) This represents the threshold payout of 50% of target on the performance shares awarded, one half of which is based on TSR and one half on ROAE. In order to receive this threshold payout, the Company’s future three-year TSR/ROAE must be at the 35th percentile or above when compared to the comparator group.
(2) This represents the target payout of 100% of target on the performance restricted equity awarded, one half of which is based on TSR and one half on ROAE. In order to receive this threshold payout, the Company’s future three-year TSR/ROAE must be at the 50th percentile or above when compared to the comparator group. Dividends are accrued on performance-restricted equity and payable upon vesting at the same rate as dividends are paid to other shareholders.
(3) This represents the maximum payout of 200% of target on the performance-based vesting restricted equity awarded, one half of which is based on TSR and one half on ROAE. In order to receive this maximum payout, the Company’s future three-year TSR/ROAE must be at the 90th percentile or above when compared to the comparator group.
(4) This represents the shares of time restricted equity that vest at a rate of one-third (1/3) each year through March 15, 2024, contingent on continued employment. Dividends are paid out on these shares at the same time and same rate as dividends are paid to other shareholders.
(5) The dollar value of stock awards shown represents the grant date fair value calculated on the basis of the fair value of the underlying shares of common stock at target on the grant date in accordance with FASB ASC Topic 718. The fair value for time-based vesting restricted equity is the fair market value on the date of grant of $50.82. The value shown for the performance-based vesting restricted equity represents the number of awards that could be earned at target multiplied by the fair value, which is the fair market value on the date of grant of $50.82 for the portion that vests based on ROAE and the Monte Carlo fair value of $47.27 for the portion that vests based on TSR.





50

2018 Grants of Plan-Based Awards
Equity Awards Outstanding as of December 31, 2021
Equity Awards
Equity Incentive Plan Awards
Market ValueNumber ofMarket Value or Payout
Number of Shares orof Shares orUnearned Shares,Value of Unearned Shares,
Units of Stock ThatUnits of Stock ThatUnits, or Other RightsUnits, or Other Rights That
Name
 Have Not Vested (#)(1)
 Have Not Vested ($)(3)
Have Not Vested (#)(2)
Have Not Vested ($)(3)
Kevin P. Riley22,919 $932,116 49,049 $1,994,823 
Marcy D. Mutch7,351 298,965 16,717 679,880 
Jodi Delahunt Hubbell6,687 271,960 14,470 588,495 
Russell A. Lee3,088 125,589 5,647 229,663 
Kirk D. Jensen3,508 142,670 8,090 329,020 

(1) Represents unvested time-based vesting restricted stock, which at original issuance vested at a rate of one-third each year, contingent on continued employment.
(2) Represents the target number of performance-based vesting restricted stock shares that are expected to vest March 15, 2022, March 15, 2023, and March 15, 2024 based upon achievement of specified performance conditions and continued employment.
     Estimated Future Payouts Under   
     Equity Incentive Plan Awards All Other Stock Awards: 
   Committee     Number ofGrant Date
  GrantApproval ThresholdTargetMaximum Stock or UnitsFair Value of
Name DateDate 
(#)(1)
(#)(2)
(#)(3)
 
(#) (4)
Stock Awards
           
Kevin P. Riley 2/15/20181/18/2018 ——— 9,718$396,494
  2/15/20181/18/2018 4,8599,71814,577 —$396,494
           
Marcy D. Mutch 2/15/20181/18/2018 ——— 2,36596,492
  2/15/20181/18/2018 1,1832,3653,548 —96,492
           
Jodi Delahunt Hubbell 2/15/20181/18/2018 ——— 2,30393,962
  2/15/20181/18/2018 1,1522,3033,455 —93,962
           
Kirk D. Jensen 2/15/20181/18/2018 ——— 1,96079,968
  2/15/20181/18/2018 9801,9602,940 —79,968
           
Philip Gaglia 2/15/20181/18/2018 ——— 1,59364,994
  2/15/20181/18/2018 7971,5932,390 —64,994
           
William D. Gottwals 2/15/20181/18/2018 ——— 1,83874,990
  2/15/20181/18/2018 9191,8382,757 —74,990
           
Stephen W. Yose 2/15/20181/18/2018 ——— 1,59364,994
  2/15/20181/18/2018 7971,5932,390 —64,994
           
(1) (3) Market value is based on closing price of the common stock on 12/31/2021 of $40.67 per share.
This represents the threshold payout of 50% of target on the performance shares awarded, one half of which is based on total stockholder return (“TSR”) and one half on return on average equity (“ROAE”). In order to receive this threshold payout, the Company’s future three-year TSR/ROAE must be at the 35th percentile or above when compared to the SNL Index.
(2)
This represents the target payout of 100% of target on the performance based vesting restricted stock awarded, one half of which is based on TSR and one half on ROAE. In order to receive this threshold payout, the Company’s future three-year TSR/ROAE must be at the 50th percentile or above when compared to the SNL Index. Dividends are paid on performance based vesting restricted stock that vest at the same rate as dividends are paid to other shareholders.
(3)
This represents the maximum payout of 150% of target on the performance based vesting restricted stock awarded, one half of which is based on TSR and one half on ROAE. In order to receive this maximum payout, the Company’s future three-year TSR/ROAE must be at the 76th percentile or above when compared to the SNL Index.
(4)
This represents the shares of time based restricted stock that vest at a rate of 33% each year through February 15, 2021, contingent on continued employment. Dividends are paid out on these shares at the same time and same rate as dividends are paid to other shareholders.



Equity Awards Vested During 2021
Equity Awards
NameNumber of Shares Acquired on Vesting (#)
Value Realized on Vesting ($)(1)
Kevin P. Riley21,363 $1,003,101 
Marcy D. Mutch6,220 289,155
Jodi Delahunt Hubbell5,674 264,682
Russell A. Lee677 29,862
Kirk D. Jensen4,230 198,839
(1) The amount in the Value Realized on Vesting column reflects the closing price of the common stock as reported on the NASDAQ Stock Market on the day prior to vesting multiplied by the number of shares vesting.
Outstanding Equity Awards at 2018 Fiscal Year-End

  Stock Awards
      Equity Incentive Plan Awards
    Market Value Number of Market Value or Payout
  Number of Shares or of Shares or Unearned Shares, Value of Unearned Shares,
  Units of Stock Units of Stock Units, or Other Rights Units, or Other Rights
  That Have Not Vested That Have Not Vested That Have Not Vested That Have Not Vested
Name 
(#)(1)
 ($) 
(#)(2)
 ($)
         
Kevin P. Riley 15,424 $563,901 21,139 $772,842
         
Marcy D. Mutch 4,588 167,737 6,844 250,217
         
Jodi Delahunt Hubbell 5,779 211,280 2,303 84,198
         
Kirk D. Jensen 3,796 138,782 5,668 207,222
         
Philip Gaglia 3,050 111,508 4,494 164,301
         
William D. Gottwals 3,849 140,719 6,191 226,343
         
Stephen W. Yose 5,273 192,781 3,573 130,629
         
(1)
Represents unvested time-based vesting restricted stock, which at original issuance vested at a rate of one-third each year, contingent on continued employment.
(2)
Represents the threshold number of performance-based vesting restricted stock shares that are expected to vest March 15, 2019, March 15, 2020, and March 15, 2021 based upon achievement of specified performance conditions and continued employment.
Stock Vested in 2018
  Stock Awards
  Number of Shares  
Name Acquired on Vesting (#) 
Value Realized on Vesting ($)(1)
     
Kevin P. Riley 8,400 $360,394
Marcy D. Mutch 2,223 93,648
Jodi Delahunt Hubbell 1,739 76,638
Kirk D. Jensen 1,236 50,429
Philip Gaglia 1,339 54,631
William D. Gottwals 1,451 59,201
Stephen W. Yose 3,020 120,738
     
(1)
The amount in the Value Realized on Vesting column reflects the closing price of the common stock as reported on the Nasdaq Stock Market on the day prior to vesting multiplied by the number of shares vesting.



2018 Non-Qualified Deferred Compensation

The Company has a non-qualified deferred compensation plan (the “Deferred Compensation Plan”) established for the benefit of a select group of management and highly-compensatedhighly compensated employees, including Named Executive Officers.NEOs. Under the terms of our Deferred Compensation Plan, eligible employees, as determined by our Board or Compensation and Human Capital Committee, may defer a portion of base salary, or short-term incentives and, if applicable, supplemental executive retirement plan contributions, subject to certain maximums as set forth by the plan administrator. Deferral elections generally are made by eligible executivesemployees during the last quarter of each year for amounts to be earned in the following year.year; eligible employees are permitted, however, to change the time and/or form of a scheduled distribution in accordance with procedures established by the plan administrator, provided that any subsequent election to delay a payment must be made at least 12 months prior to the date the first scheduled distribution payment would have been made and the first payment must be deferred for at least five years from the date the first scheduled distribution payment would have been made. We make discretionary contributions to the Deferred Compensation Plan on behalf of the executive officer participants for 401(k) plan matching contributions and profit sharingprofit-sharing contributions in excess of Code limitations. Other contributions on behalf of a participant may be made at the discretion of our Board.

The deferral account of each participant is adjusted by investment earnings or losses based upon the performance of the underlying investments selected by the participant from among alternatives selected by the plan administrator. Benefits under the Deferred Compensation Plan are generally not paid until the beginning of the year following the participant’s retirement or termination from the Company. Benefits can be received either as a lump sum payment or in annual or monthly installments over a period not to exceed ten years or, for contributions made after 2016, 15 years, based on the executive’semployee’s election made at least one year prior to retirement. The distribution elections are all made in accordance with Section 409A.409A of the Code.
51

The following table shows the contributions, earnings, and aggregate balance of total deferrals byfor each of our Named Executive OfficersNEOs as of December 31, 2018.2021.
Name
Executive Contributions in Last Fiscal Year ($)(1)
Registrant Contributions in Last Fiscal Year ($)(2)
Aggregate Earnings in Last Fiscal Year ($)Aggregate Withdrawals/Distributions ($)Aggregate Balance at Last Fiscal Year End ($)
Kevin P. Riley$400,018 $331,800 $244,993 $— $3,265,650 
Marcy D. Mutch83,750 — 25,282 — 303,246 
Jodi Delahunt Hubbell61,600 — 31,108 — 191,984 
Russell A. Lee— — — — — 
Kirk D. Jensen— — — — 1,150 
  Executive Contributions in Last Fiscal Year Registrant Contributions in Last Fiscal Year Aggregate Earnings In Last Fiscal Year Aggregate Withdrawals/Distributions Aggregate Balance At Last Fiscal Year End
Name
($)(1)
 
($)(2)
 ($) ($) ($)
           
Kevin P. Riley $203,400 $214,556 $(63,253) $— $876,089
Marcy D. Mutch 43,750 1,169 (3,196) — 69,698
Jodi Delahunt Hubbell — — — — —
Kirk D. Jensen — 222 (3) — 219
Philip Gaglia — — (454) 2,492 6,423
William D. Gottwals 92,885 6,491 (31,647) — 342,523
Stephen W. Yose 36,662 2,053 (2,931) — 140,770
           
(1)
The amounts in this column are included as salary and/or short-term incentives for each of the Named Executive Officers in the summary compensation table(1) The amounts in this column are included as salary and/or short-term incentives for each of the NEOs in the year the contribution was earned.
(2)
The amounts in this column are included as other compensation for each of the Named Executive Officers in the summary compensation table in the year the contribution was earned.

(2) The amounts in this column are included as other compensation for each of the NEOs in the year the contribution was paid.
2018The Chief Executive Officer participates in a supplemental executive retirement plan, or SERP, which was implemented in 2015. This benefit is intended to be part of a competitive retirement and benefit package necessary to attract and retain executive talent. Consistent with this objective, the SERP consists of a Base Contribution and a Performance Contingent Contribution. The amount of the base contribution is 20% of the Participant's annualized base salary as of the last day of the Performance Period (the "Base Contribution"). The amount of the performance-contingent contribution, if earned, will be up to an additional 20% of the Participant's annualized base salary as of the last day of the Performance Period (the "Performance-Contingent Contribution").
The Performance-Contingent Contribution is based on Company's Total Shareholder Return compared to the established peer group for the measurement period. The Performance-Contingent Contribution amounts fund based on the following scale, interpolated on a linear basis between funding tiers: 0% if below the 35th percentile; 10% if greater than or equal to the 50th percentile; and 20% if greater than or equal to the 75th percentile. The SERP Contributions vested 50% on December 31, 2019, and will vest at 10% on each December 31st thereafter, so long as Participant remains employed by the employer on each such date. Vesting will be accelerated in the event of death, disability, and certain terminations of service in connection with a Change in Control, each as more fully described in the Deferred Compensation Plan.
2021 Other Compensation

We provide our Named Executive OfficersNEOS with other compensation that the Compensation and Human Capital Committee believes is reasonable and consistent with the overall compensation program to better enable us to attract and retain superiortalented employees for key positions. The Compensation and Human Capital Committee annually reviews the levels of other compensation provided to Named Executive Officers.
NEOs.
The Named Executive OfficersNEOs participate in the following plans and programs along withour health and group life and disability insurance.insurance plans. Additional benefits offered to the Named Executive OfficersNEOs may include some or all of the following:

individual▪Individual life insurance, as described below under “Survivor Income Benefits;”
payment▪Payment of social club dues;
dividends▪Dividends accrued on unvested restricted stock;performance equity awards;
use▪Use of a Company automobile;automobile and airplane; and
long-term▪Long-term care insuranceinsurance.



Survivor Income Benefits

We obtained life insurance policies on selected officers of First Interstate Bank. Under these policies, we receive all benefits payable upon death of the insured. A survivor income agreement was executed with each of the insured officersMr. Riley, Ms. Mutch, Ms. Delahunt Hubbell, and Mr. Jensen whereby a survivor benefit of $150,000 is payable to designated beneficiaries if the participant is employed by us at the time of death. We have entered into this type of survivor income agreement with Mr. Riley.

Retirement and Related Plan

Principal Executive Officer Pay Ratio
We maintain a profit sharing plan for all non-temporary employees. Contributions are made as authorized by the Board. Participants vest after three years of service. In addition, employees are permittedrequired to defer a portion of their compensation into our profit sharing plan under a 401(k) feature, and we make limited matching contributions with respect to such deferrals.

Chief Executive Officer Total Compensation

The Outside Members of the Compensation Committee reviewed all components of the Chief Executive Officer’s total compensation package. Mr. Riley was appointed as the Company’s President and Chief Executive Officer on September 23, 2015. The compensation paid to Mr. Riley during his tenure as Chief Executive Officer was determined to be low as compared to that of our peers’ Chief Executive Officer total compensation data. Mr. Riley’s compensation package was larger than those granted to our other executives in recognition of the increased level of responsibility and performance required of our chief executive officer.

As part of its role, the Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Code, which provided that we may not deduct compensation of more than $1,000,000 that is paid to certain individuals with certain exceptions. We believe that performance-based compensation paid in 2017 and prior periods under the management incentive plans is generally fully deductible for federal income tax purposes. As discussed above, however, the exemption from the Section 162(m) deduction limit for performance-based compensation has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our Named Executive Officers in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.

Despite the Compensation Committee’s efforts to structure the executive team annual incentives in a manner intended to be exempt from Section 162(m) and therefore not subject to its deduction limits, because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing the Section 162(m) exemption from the deduction limit, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will. Further, the Compensation Committee reserves the right to modify compensation that was initially intended to be exempt from Section 162(m) if it determines that such modifications are consistent with the Company’s business needs.

Chief Executive Officer Pay Ratio

In August 2015 pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the SEC adopted a rule requiringprovide annual disclosure of the ratio of the median employee’s annual total compensation to the total annual compensation of the principal executive officer (“PEO”). The Company’s PEO is Mr. Riley, our Chief Executive Officer.  Registrants must comply withOfficer, and the pay ratio ruleoutside members of the Compensation and Human Capital Committee reviewed, approved, and recommended to the Board for the first fiscal year beginning on or after January 1, 2017.approval all components of Mr. Riley's total compensation package. The purpose of the new requiredthis disclosure is to provide a measure of the equitability of pay within the organization.
52

In determining the median employee, a listing was prepared of all employees other than the PEO as of December 14, 2018.31, 2021. Wages and benefits were annualized for those employees not employed for the full year of 2018. There were 114 employees acquired through the INB acquisition who were excluded from the list since we just completed the integration in November and the Company was not responsible for setting their compensation for most of 2018.2021. The median amount was selected from the resulting list. 



list, and such median employee will be used for this purpose for three years unless circumstances change and a new median employee is determined to be needed for this analysis, as permitted by applicable SEC disclosure rules.
For purposes of determining total compensation, the following earnings were included:

▪Base Salary;
Base Salary▪Short-Term Incentive;
Short-Term Incentive
▪Long-Term Incentive comprised of stockequity awards granted during the year; and
▪Other Compensation comprised of:
◦Contributions by us to our qualified profit sharing and employee savings plans, under Section 401(k) of the Internal Revenue Code
◦Contributions by us to our nonqualified deferred compensation plan
◦Premiums paid by us for individual long-term care plans
◦Dividends on unvested restricted stock
◦Amounts paid by us for social club dues, signing bonuses, and moving/relocation expenses

–Contributions by us to our qualified profit sharing and employee savings plans, under Section 401(k) of the Code;
Median Employee Total Annual CompensationPEO Total Annual CompensationRatio of PEO to Median Employee Total Annual Compensation
$45,359$2,153,09647.5:1
–Contributions by us to our non-qualified deferred compensation plan;

–Premiums paid by us for individual long-term care plans;
–Dividends on unvested restricted stock; and
Employment Agreements
–Amounts paid by us for social club dues, signing bonuses, and moving/relocation expenses.

Median Employee Total Annual CompensationPEO Total Annual CompensationRatio of PEO to Median Employee Total Annual Compensation
$56,252$2,946,12552.1
Effective in April 2018, theNEO Agreements
The Company entered intohas Executive Employment Agreements with each of Mr. Riley, Ms. Mutch, Ms. Delahunt Hubbell, Mr. Lee, and Mr. Gaglia.

Jensen.
The original termterms of the employment agreements isare for three years,one year, commencing onin August 2021 for Mr. Riley and December 2021 for the effective date.NEOs. After the initial term,expiration of the agreementoriginal terms, the employment agreements automatically renewsrenew for an additional one yearone-year period on each anniversary of the effective date, unless the Company gives the executive notice of termination 90 days prior to expiration.

The employment agreements outline the duties of each employee and forms of remuneration awarded for the performance of such duties, including base salary, bonuses, and various other employer provided benefits. In addition, the employment agreements outline specific duties and payments to be made upon termination of employment under various conditions.

Mr. Riley’s employment agreement also provides for the establishment of a non-qualified defined contribution supplemental executive retirement plan, as discussed above under the heading "2021 Non-Qualified Deferred Compensation."
Payments Made Upon Termination Following a Change in Control
Potential Payments upon Termination or Change of Control

TerminationThe employment agreements define payments in connection with a change in control: In the event of an involuntary termination of employment without cause (as defined in each executive’s agreement) or voluntary termination by the executive for good reason (as defined in each executive’s agreement) within 6six months preceding or 18 months after a change in control (as defined in each executive’s agreement), Mr. Riley will.
The executive employment agreements provide that the executives shall receive an amount equal to 2two times histheir base salary (three times in the case of Mr. Riley) plus an amount equal to 2two times the average of the annual short-term incentive compensation paid to Executive during eachthe executives (three times in the case of the three years immediately prior to the year in which the Event of Termination occurs; Ms. Mutch, Ms. Delahunt Hubbell, and Mr. Gaglia shall receive an amount equal to 1.5 times the Executive’s base salary plus an amount equal to 1.5 times the average of the annual incentive compensation paid to ExecutiveRiley) during each of the three years immediately prior to the year in which the Event of Termination occurs (the(with respect to each executive, the “Change in Control Payment”). In addition, all
All outstanding unvested restricted stock will fully vest upon termination and the Company will provide certain employment benefits for a period of 1824 months following the date of termination. The benefits may be limited, however, if the executive is initially determined to be subject to excise taxes under Section 4999 and 280G of the Internal Revenue Code but would be better off on a net-after tax basis by reducing the applicable Change in Control PaymentsPayment to avoid being subject to the excise tax.

Payments Made upon Termination
Involuntary or good reason termination unrelatedPayments Made Upon Termination Not Related to a changeChange in control: InControl
The employment agreements define payments in the event of an involuntary termination by the Company without cause or voluntary termination by the executive for good reason, reason.
53

Mr. Riley’s executive employment agreement indicates he shall receive an amount equal to 2two times the sum of his base salary, plus two times his average annual short-term incentive compensation paid during the three years prior to termination, as well as 24 months of continuing medical, dental, and vision benefits after termination.
Ms. Mutch, Ms. Delahunt Hubbell, Mr. Lee, and Mr. Jensen’s executive employment agreements indicate they shall receive an amount equal to one times the sum of their base salary, plus one times their average short-term annual incentive compensation paid during the three years prior to termination; Ms. Mutch, Ms. Delahunt Hubbell,termination, as well as 12 months of continuing medical, dental, and Mr. Gaglia shall receive an amount equal to 1.5 times the sum of their base salary, plus their average annual incentive compensation paid during the three years prior tovision benefits after termination.



In the absence of an employment agreement, regardless of the manner in which a Named Executive Officer’s employment is terminated, he or she may receive amounts earned during his term of employment. Such amounts include:
salary;
grants and awards received under our equity plans, subject to the vesting and other terms applicable to such grants and awards;
amounts contributed and vested under our profit sharing plan and deferred compensation plan; and
unused paid time off.
In its discretion, the Board, or the Chief Executive Officer (except with regard to any payments made on his behalf) at their discretion, may authorize payment of additional separation amounts for the Named Executive Officers. The Board may also accelerateNEOs.
Additionally, the vesting of any unexercisable stock options or restricted stock awards outstanding at the time of termination. The amounts regarding applicable salaries, stock options, restricted stock awards, short-term incentives and deferred compensation for the most recent fiscal year ended December 31, 2018 are containedemployment agreements define payments in the various tables included above.event of an involuntary termination of employment without cause (as defined in each executive’s agreement) or voluntary termination by the executive for good reason (as defined in each executive’s agreement) within eighteen (18) months following the effective date of an acquisition that does not result in a change in control. The executive employment agreements provide that the executives shall receive an amount equal to two times their base salary (three times in the case of Mr. Riley) plus an amount equal to two times the average of the annual short-term incentive compensation paid to the executives (three times in the case of Mr. Riley) during each of the three years immediately prior to the year in which the Event of Termination occurs (with respect to each executive, the “Change in Control Payment”). The agreements further provide that the executives shall receive continued medical, dental, and vision benefits for 18 months (36 months in the case of Mr. Riley) after termination.
Payments Made uponPayments Made Upon Retirement
Upon termination based on Retirement,retirement, a Named Executive OfficerNEO shall be entitled to all benefits under any retirement plan of the Company and other plans to which Named Executive OfficerNEO is a party.
Payments Made uponPayments Made Upon Death
In the event of termination due to death, in addition to the benefits listed under the heading “Payments Made uponUpon Termination” above, the estates or other beneficiaries of the Named Executive OfficersNEOs are entitled to receive benefits under our group life insurance plan equal to the lesser of (i) 2.5two and a half times their respective base salary or (ii) $300,000. For all Named Executive Officers,NEOs, the applicable amount would be $300,000.
An additional $150,000 of survivor income benefit pursuant toIn addition, we have obtained life insurance policies coveringon selected officers of First Interstate Bank, is available towhich include a survivor benefit, as described above under the beneficiaries of Mr. Riley should death occur while he is employed by the Company.heading "Survivor Income Benefits."
Payments Made uponPayments Made Upon Disability
In the event of termination due to disability, in addition to the benefits listed under the heading “Payments Made uponUpon Termination” above, the Named Executive OfficersNEOs are entitled to receive benefits under our group disability plan which generally provides for 60% of pre-disability earnings up to a maximum of $13,000 per month. For each of the Named Executive OfficersNEOs the applicable amount would be $13,000 per month.
Other Change in Control and Employment Termination
The individual equity award agreements governing outstanding unvested restricted stockequity awards provides for accelerated vesting upon the recipient’s death or disability, as defined under the employment agreements.

PerPursuant to Section 409A of the Internal Revenue Code, certain payments to the Named Executive OfficersNEOs would not commence for six months following a termination of employment. If required by Code Section 409A, such payment or a portion of such payment (to the minimum extent possible) shall be delayed and shall be paid on the first day of the seventh month following Named Executive Officer’sNEO’s separation from service.

The following tables show estimated payments that our Named Executive OfficersNEOs may have receivedreceive assuming various employment termination and change-in-control scenarios occurringas if they occurred on December 31, 2018. The amounts shown in the tables reflect estimated amounts.2021. The actual amounts for those NEOs would need to be calculated uponbased on facts as of the actual termination of employment.








54

Post-Employment Payments
Potential Payments Upon Termination or Change-in-Control Payments
as of 12/31/2021 - Mr. Kevin P. Riley
InvoluntaryChange in Control
Executive Payments andInvoluntaryTermination WithoutWith Termination
Benefits upon TerminationVoluntaryTerminationCause / Terminationfor Good Reason
or Change in ControlTerminationfor Causefor Good Reasonor Without CauseDeathDisability
Compensation:
Severance$— $— $2,768,951 (a)$4,703,265 (b)$— $— 
Pro-rata Bonus— — — 696,780 (c)— — 
Long-term Incentives
 - Time-Restricted Awards (d)
— — — 932,116 932,116 932,116 
 - Performance Awards (e)
— — — 2,124,789 2,124,789 2,124,789 
Supplemental Retirement (f)
— — — 562,767 562,767 562,767 
Benefits & Perquisites:
Survivor Income Benefits (g)
— — — — 150,000 — 
Health Benefits (h)
— — 35,215 35,215 — — 
Total$— $— $2,804,166 $9,054,932 $3,769,672 $3,619,672 

Post-Employment Payments

Potential Payments Upon Termination or Change-In-Control Payments as of 12/31/2018 - Mr. Kevin Riley
    InvoluntaryChange in Control  
Executive Payments and  InvoluntaryTermination WithoutWith Termination  
Benefits upon Termination VoluntaryTerminationCause / Terminationfor Good Reason  
or Change in Control Terminationfor Causefor Good Reasonor Without CauseDeathDisability
          
Compensation:         
Severance $—
$—
$1,914,042
(a) 
$2,709,288
(b) 
$—
$—
Pro-rata Bonus —
—
—
 602,064
(c) 
—
—
Long-term Incentives         
 - Time Vesting Restricted Stock (d)
 —
—
—
 563,901
 563,901
563,901
 - Performance Awards (e)
 —
—
—
 807,171
 807,171
807,171
Supplemental Retirement (f)
 —
—
—
 703,929
 703,929
703,929
Benefits & Perquisites:         
Survivor Income Benefits (g)
 —
—
—
 —
 150,000
—
Health Benefits (h)
 —
—
25,383
 25,383
 —
—
Total $—
$—
$1,939,425
 $5,411,736
 $2,225,001
$2,075,001
(a)Severance amount is equal to two times the sum of:of Mr. Riley’sRiley's current base salary, plus his average annual incentive compensation paid during the three years prior to termination (2015, 2016, 2017)(2018, 2019, and 2020), when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $4,153,427 (three times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Benefits are payable over 18 months.
(b)Severance amount is equal to twothree times the sum of:of Mr. Riley’sRiley's current base salary plus his 20182021 target annual cash incentive, payable over 18 months.
(c)Reflects Mr. Riley’sRiley's target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2018,2021, the amount reflects the full target cash award that would be payable in lieu of his 20182020 annual incentive award.
(d)Reflects full vesting of time-based restricted stock awards upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death, or disability. Awards are valued using the December 31, 20182021, closing price of $36.56.$40.67.
(e)Reflects vesting of performance-based restricted stock awards (including dividends accrued through December 31, 2018)2021) upon a qualifying termination during the 24 month24-month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 20182021 closing price of $36.56.$40.67.
(f)Reflects full vesting of Mr. Riley’sRiley's unvested nonqualified defined contribution supplemental executive retirement plan balance upon a qualifying termination in connection with a change-in-control, and in the event of death, or disability. Amounts include annual and performance contingent contributions earned for service Mr. Riley has provided through December 31, 2018.2021.
(g)Reflects $150,000 of survivor income benefits payable to Mr. Riley’sRiley's beneficiaries through a company owned life insurance policy covering the life of Mr. Riley. Mr. Riley’sRiley's beneficiaries would also be entitled to receive $300,000 of life insurance benefits under our group life insurance plan.
(h)Estimates the cost of continuing medical, dental, and vision benefits for 1824 months for a qualifying termination using 20182021 COBRA rates. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated as $52,823 as benefits would continue for 36 months.





55

Potential Payments Upon Termination or Change-in-Control Payments
as of 12/31/2021 - Ms. Marcy D. Mutch
InvoluntaryChange in Control
Executive Payments andInvoluntaryTermination WithoutWith Termination
Benefits upon TerminationVoluntaryTerminationCause / Terminationfor Good Reason
or Change in ControlTerminationfor Causefor Good Reasonor Without CauseDeathDisability
Compensation:
Severance$— $— $662,833 (a)$1,495,200 (b)$— $— 
Pro-rata Bonus— — — 280,350 (c)— — 
Long-term Incentives
 - Time-Restricted Awards (d)
— — — 298,965 298,965 298,965 
 - Performance Awards (e)
— — — 727,455 727,455 727,455 
Benefits & Perquisites:
Survivor Income Benefits (f)
— — 150,000 — 
Health Benefits (g)
— — 17,747 35,495 — — 
Total$— $— $680,580 $2,837,465 $1,176,420 $1,026,420 
Potential Payments Upon Termination or Change-In-Control Payments as of 12/31/2018 - Ms. Marcy Mutch
    InvoluntaryChange in Control  
Executive Payments and  InvoluntaryTermination WithoutWith Termination  
Benefits upon Termination VoluntaryTerminationCause / Terminationfor Good Reason  
or Change in Control Terminationfor Causefor Good Reasonor Without CauseDeathDisability
          
Compensation:         
Severance $—
$—
$453,333
(a) 
$866,250
(b) 
$—
$—
Pro-rata Bonus —
—
—
 192,500
(c) 
—
—
Long-term Incentives         
 - Time Vesting Restricted Stock (d)
 —
—
—
 167,737
 167,737
167,737
 - Performance Awards (e)
 —
—
—
 262,505
 262,505
262,505
Benefits & Perquisites:         
Health Benefits (f)
 —
—
15,985
 23,978
 —
—
Total $—
$—
$469,318
 $1,512,970
 $430,242
$430,242
(a)Severance amount is equal to one times the sum of:of Ms. Mutch’sMutch's current base salary, plus her average annual incentive compensation paid during the three years prior to termination (2015, 2016, 2017)(2018, 2019, and 2020), when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $1,325,667 (two times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Benefits are payable over 18 months.
(b)Severance amount is equal to onetwo times the sum of: Ms. Mutch’sMutch's current base salary plus her 20182021 target annual cash incentive, payable over 18 months.
(c)Reflects Ms. Mutch’sMutch's target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2018,2021, the amount reflects the full target cash award that would be payable in lieu of her 20182021 annual incentive award.
(d)Reflects full vesting of time-based restricted stock awards upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability. Awards are valued using the December 31, 20182021 closing price of $36.56.$40.67.
(e)Reflects vesting of performance-based restricted stock awards (including dividends accrued through December 31, 2018)2021) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 20182021 closing price of $36.56.$40.67.
(f)Reflects $150,000 of survivor income benefits payable to Ms. Mutch's beneficiaries through a company owned life insurance policy covering the life of Ms. Mutch. Ms. Mutch's beneficiaries would also be entitled to receive $300,000 of life insurance benefits under our group life insurance plan.
(g)Estimates the cost of continuing medical, dental, and vision benefits, using 20182021 COBRA rates. Assumes 12 months of continued coverage for a qualifying termination not in connection with a change-in-control and 1824 months of continued coverage for a termination in connection with a change-in-control. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $26,621, as benefits would continue for 18 months.



56

Potential Payments Upon Termination or Change-in-Control Payments
as of 12/31/2021 - Ms. Jodi Delahunt Hubbell
InvoluntaryChange in Control
Executive Payments andInvoluntaryTermination WithoutWith Termination
Benefits upon TerminationVoluntaryTerminationCause / Terminationfor Good Reason
or Change in ControlTerminationfor Causefor Good Reasonor Without CauseDeathDisability
Compensation:
Severance$— $— $633,026 (a)$1,427,581 (b)$— $— 
Pro-rata Bonus— — — 267,671 (c)— — 
Long-term Incentives
 - Time-Restricted Awards (d)
— — — 271,960 271,960 271,960 
 - Performance Awards (e)
— — — 627,104 627,104 627,104 
Benefits & Perquisites:
Survivor Income Benefits (f)
— — — — 150,000 — 
Health Benefits (g)
— — 16,610 33,221 — — 
Total$— $— $649,636 $2,627,537 $1,049,064 $899,064 
Potential Payments Upon Termination or Change-In-Control Payments as of 12/31/2018 - Ms. Jodi Delahunt Hubbell
    InvoluntaryChange in Control  
Executive Payments and  InvoluntaryTermination WithoutWith Termination  
Benefits upon Termination VoluntaryTerminationCause / Terminationfor Good Reason  
or Change in Control Terminationfor Causefor Good Reasonor Without CauseDeathDisability
          
Compensation:         
Severance $—
$—
$375,000
(a) 
$843,750
(b) 
$—
$—
Pro-rata Bonus —
—
—
 187,500
(c) 
—
—
Long-term Incentives         
 - Time Vesting Restricted Stock (d)
 —
—
—
 211,280
 211,280
211,280
 - Performance Awards (e)
 —
—
—
 86,132
 86,132
86,132
Benefits & Perquisites:         
Health Benefits (f)
 —
—
15,985
 23,978
 —
—
Total $—
$—
$390,985
 $1,352,640
 $297,412
$297,412
(a)Severance amount is equal to one times the sum of:of Ms. Delahunt Hubbell’sDelahunt-Hubbell's current base salary, plus her average annual incentive compensation paid during the three years prior to termination (2015, 2016, 2017)(2018, 2019, and 2020), payable over 18 months.when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $1,266,051 (two times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Since Ms. Delahunt HubbellDelahunt-Hubbell (who joined the Company in 2017) did not receive an annual bonus in 2018, only the bonuses paid in 2015, 2016,2019 and 2017, no bonus component has been used to compute her severance.2020 were averaged. Benefits are payable over 18 months.
(b)Severance amount is equal to onetwo times the sum of:of Ms. Delahunt Hubbell’sDelahunt-Hubbell's current base salary plus her 20182021 target annual cash incentive, payable over 18 months.
(c)Reflects Ms. Delahunt Hubbell’sDelahunt-Hubbell's target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2018,2021, the amount reflects the full target cash award that would be payable in lieu of her 20182021 annual incentive award.
(d)Reflects full vesting of time-based restricted stock awards upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability. Awards are valued using the December 31, 20182021 closing price of $36.56.$40.67.
(e)Reflects vesting of performance-based restricted stock awards (including dividends accrued through December 31,2018)31, 2021) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 20182021 closing price of $36.56.$40.67.
(f)Reflects $150,000 of survivor income benefits payable to Ms. Delahunt-Hubbell's beneficiaries through a company owned life insurance policy covering the life of Ms. Delahunt-Hubbell. Ms. Delahunt-Hubbell's beneficiaries would also be entitled to receive $300,000 of life insurance benefits under our group life insurance plan.
(g)Estimates the cost of continuing medical, dental, and vision benefits, using 20182021 COBRA rates. Assumes 12 months of continued coverage for a qualifying termination not in connection with a change-in-control and 1824 months of continued coverage for a termination in connection with a change-in-control. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $24,916, as benefits would continue for 18 months.




















57

Potential Payments Upon Termination or Change-in-Control Payments
as of 12/31/2021 - Mr. Russell A. Lee
InvoluntaryChange in Control
Executive Payments andInvoluntaryTermination WithoutWith Termination
Benefits upon TerminationVoluntaryTerminationCause / Terminationfor Good Reason
or Change in ControlTerminationfor Causefor Good Reasonor Without CauseDeathDisability
Compensation:
Severance$— $— $555,200 (a)$1,175,040 (b)$— $— 
Pro-rata Bonus— — — 220,320 (c)— — 
Long-term Incentives
 - Time-Restricted Awards (d)
125,589 125,589 125,589 125,589 125,589 125,589 
 - Performance Awards (e)
241,087 241,087 241,087 241,087 241,087 241,087 
Benefits & Perquisites:
Survivor Income Benefits (f)
— — — — — — 
Health Benefits (g)
— — 17,747 35,495 — — 
Total$366,676 $366,676 $939,623 $1,797,531 $366,676 $366,676 
Potential Payments Upon Termination or Change-In-Control Payments as of 12/31/2018 - Mr. Kirk D. Jensen
    InvoluntaryChange in Control  
Executive Payments and  InvoluntaryTermination WithoutWith Termination  
Benefits upon Termination VoluntaryTerminationCause / Terminationfor Good Reason  
or Change in Control Terminationfor Causefor Good Reasonor Without CauseDeathDisability
          
Compensation:         
Severance $—
$—
$—
(a) 
$—
(b) 
$—
$—
Pro-rata Bonus —
—
—
 —
(c) 
—
—
Long-term Incentives         
 - Time Vesting Restricted Stock (d)
 —
—
—
 138,782
 138,782
138,782
 - Performance Awards (e)
 —
—
—
 217,408
 217,408
217,408
Benefits & Perquisites:         
Health Benefits (f)
 —
—
—
 —
 —
—
Total $—
$—
$—
 $356,190
 $356,190
$356,190
(a)Reflects full vesting of time-based restricted stock awards upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death, or disability. Awards are valued using the December 31, 2018 closing price of $36.56.
(b)Reflects vesting of performance-based restricted stock awards (including dividends accrued through December 31, 2018) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 2018 closing price of $36.56.

Potential Payments Upon Termination or Change-In-Control Payments as of 12/31/2018 - Mr. Philip Gaglia
    InvoluntaryChange in Control  
Executive Payments and  InvoluntaryTermination WithoutWith Termination  
Benefits upon Termination VoluntaryTerminationCause / Terminationfor Good Reason  
or Change in Control Terminationfor Causefor Good Reasonor Without CauseDeathDisability
          
Compensation:         
Severance $—
$—
$319,594
(a) 
$584,100
(b) 
$—
$—
Pro-rata Bonus —
—
—
 129,800
(c) 
—
—
Long-term Incentives         
 - Time Vesting Restricted Stock (d)
 —
—
—
 111,508
 111,508
111,508
 - Performance Awards (e)
 —
—
—
 172,265
 172,265
172,265
Benefits & Perquisites:         
Health Benefits (f)
 —
—
23,132
 34,697
 —
—
Total $—
$—
$342,726
 $1,032,370
 $283,773
$283,773
(a)Severance amount is equal to one times the sum of:of Mr. Gaglia’sLee's current base salary, plus his average annual incentive compensation paid during the three years prior to termination (2015, 2016, 2017)(2018, 2019, and 2020), when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $1,110,400 (two times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Since Mr. Lee (who joined the Company in 2018) did not receive an annual bonus from the Company in 2018, only the bonuses paid in 2019 and 2020 were averaged. Benefits are payable over 18 months.
(b)Severance amount is equal to one and a halftwo times the sum of:of Mr. Gaglia’sLee's current base salary plus his 20182021 target annual cash incentive, payable over 18 months.
(c)Reflects Mr. Gaglia’sLee’s target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2018,2021, the amount reflects the full target cash award that would be payable in lieu of his 20182021 annual incentive award.
(d)Reflects full vesting of time-based restricted stock awards. Assumes Mr. Lee's termination for any reason would constitute a qualifying Retirement under the terms of the equity awards, which would result in full vesting. Awards are valued using the December 31, 2021 closing price of $40.67.
(e)Reflects full vesting of performance-based restricted stock awards. Assumes Mr. Lee's termination for any reason would constitute a qualifying Retirement under the terms of the equity awards, which would result in full vesting. Awards are valued using the December 31, 2021 closing price of $40.67.
(f)Estimates the cost of continuing medical, dental, and vision benefits, using 2021 COBRA rates. Assumes 12 months of continued coverage for a qualifying termination not in connection with a change-in-control and 24 months of continued coverage for a termination in connection with a change-in-control. If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $26,621, as benefits would continue for 18 months.




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Potential Payments Upon Termination or Change-in-Control Payments
as of 12/31/2021 - Mr. Kirk D. Jensen
InvoluntaryChange in Control
Executive Payments andInvoluntaryTermination WithoutWith Termination
Benefits upon TerminationVoluntaryTerminationCause / Terminationfor Good Reason
or Change in ControlTerminationfor Causefor Good Reasonor Without CauseDeathDisability
Compensation:
Severance$— $— $494,759 (a)$1,041,420 (b)$— $— 
Pro-rata Bonus— — — 173,570 (c)— — 
Long-term Incentives
 - Time-Restricted Awards (d)
— — — 142,670 142,670 142,670 
 - Performance Awards (e)
— — — 352,423 352,423 352,423 
Benefits & Perquisites:
Survivor Income Benefits (f)
— — — — 150,000 — 
Health Benefits (g)
— — 24,281 48,562 — — 
Total$— $— $519,040 $1,758,645 $645,093 $495,093 
(a)Severance is equal to one times the sum of Mr. Jensen's current base salary, plus his average annual incentive compensation paid during the three years prior to termination (2018, 2019, and 2020), when the termination event is not in connection with a change-in-control or following an acquisition of an entity. Severance would increase to $989,518 (two times the compensation described herein) if the termination event followed an acquisition of an entity not constituting a change-in-control. Benefits are payable over 18 months.
(b)Severance is equal to two times the sum of Mr. Jensen's current base salary plus his 2021 target annual cash incentive, payable over 18 months.
(c)Reflects Mr Jensen's target annual cash incentive award pro-rated for the portion of the year prior to termination. Because termination is assumed to occur on December 31, 2021, the amount reflects the full target cash award that would be payable in lieu of his 2021 annual incentive award.
(d)Reflects full vesting of time-based restricted stock awards upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability. Awards are valued using the December 31, 20182021, closing price of $36.56.$40.67.
(e)Reflects vesting of performance-based restricted stock awards (including dividends accrued through December 31, 2018)2021) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 20182021 closing price of $36.56.$40.67.
(f)Reflects $150,000 of survivor income benefits payable to Mr. Jensen's beneficiaries through a company owned life insurance policy covering the life of Mr. Jensen. Mr. Jensen's beneficiaries would also be entitled to receive $300,000 of life insurance benefits under our group life insurance plan.
(g)Estimates the cost of continuing medical, dental, and vision benefits, using 20182021 COBRA rates. Assumes 12 months of continued coverage for a qualifying termination not in connection with a change-in-control and 1824 months of continued coverage for a termination in connection with a change-in-control.



Potential Payments Upon Termination or Change-In-Control Payments If the termination event followed an acquisition of an entity not constituting a change-in-control, costs are estimated to be $36,421, as of 12/31/2018 - Mr. William D. Gottwalsbenefits would continue for 18 months.
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    InvoluntaryChange in Control  
Executive Payments and  InvoluntaryTermination WithoutWith Termination  
Benefits upon Termination VoluntaryTerminationCause / Terminationfor Good Reason  
or Change in Control Terminationfor Causefor Good Reasonor Without CauseDeathDisability
          
Compensation:         
Severance $—
$—
$—
(a) 
$—
(b) 
$—
$—
Pro-rata Bonus —
—
—
 —
(c) 
—
—
Long-term Incentives         
 - Time Vesting Restricted Stock (d)
 —
—
—
 140,719
 140,719
140,719
 - Performance Awards (e)
 —
—
—
 238,302
 238,302
238,302
Benefits & Perquisites:         
Health Benefits (f)
 —
—
—
 —
 —
—
Total $—
$—
$—
 $379,021
 $379,021
$379,021

(a)Reflects full vesting of time-based restricted stock awards upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death, or disability. Awards are valued using the December 31, 2018 closing price of $36.56.
(b)Reflects vesting of performance-based restricted stock awards (including dividends accrued through December 31, 2018) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 2018 closing price of $36.56.

Potential Payments Upon Termination or Change-In-Control Payments as of 12/31/2018 - Mr. Stephen W. Yose
    InvoluntaryChange in Control  
Executive Payments and  InvoluntaryTermination WithoutWith Termination  
Benefits upon Termination VoluntaryTerminationCause / Terminationfor Good Reason  
or Change in Control Terminationfor Causefor Good Reasonor Without CauseDeathDisability
          
Compensation:         
Severance $—
$—
$—
(a) 
$—
(b) 
$—
$—
Pro-rata Bonus —
—
—
 —
(c) 
—
—
Long-term Incentives         
 - Time Vesting Restricted Stock (d)
 —
—
—
 192,781
 192,781
192,781
 - Performance Awards (e)
 —
—
—
 135,610
 135,610
135,610
Benefits & Perquisites:         
Health Benefits (f)
 —
—
—
 —
 —
—
Total $—
$—
$—
 $328,391
 $328,391
$328,391
(a)Reflects full vesting of time-based restricted stock awards upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death, or disability. Awards are valued using the December 31, 2018 closing price of $36.56.
(b)Reflects vesting of performance-based restricted stock awards (including dividends accrued through December 31, 2018) upon a qualifying termination during the 24 month period following a change-in-control, and in the event of death or disability, payable at target levels. Awards are valued using the December 31, 2018 closing price of $36.56.




Director Compensation
We use a combination of cash and stock-basedequity-based incentive compensation to attract and retain qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties as well as the skill level required by us with respect to members of the Board.

During 2018,2021, each director, other than Kevin P. Riley and James R. Scott,David L. Jahnke, received an annual retainer valued at $50,000,$100,000, with at least $25,000$55,000 of that being paid in the form of equity and the remaining $25,000remainder paid in the form of cash or First Interstate Class A common stock at the Director’sdirector's election.

For his services as Chair of the Board, James R. ScottDavid L. Jahnke received an annual retainer of $229,998,$165,000. Mr. Jahnke received $85,000 of which $120,000 was paid to him in quarterly installments of $30,000, and $109,998 was issuedhis retainer in the form of company stock.stock and $80,000 in the form of cash. These retainers were in lieu of all director fees and other retainers described above. The retainer paid to James R. ScottDavid L. Jahnke recognizes his work in providing an interface between the Board and our management, oversight of strategic planning, leadership of the Board, deployment and the creation of shareholder value, executive succession planning, and community visibility.

Committee members and committee chairs and our lead independent directorchairpersons received additional compensation as follows:
CommitteeChair Retainer Member RetainerCommitteeChair RetainerMember Retainer
Audit$12,500 $10,000Audit$12,500$10,000
Compensation11,250 7,500
Compensation and Human CapitalCompensation and Human Capital11,2507,500
Executive— 5,000Executive—5,000
Governance10,000 5,000
Governance and NominatingGovernance and Nominating10,0007,500
Risk11,250 7,500Risk11,2507,500
Technology10,000 5,000Technology10,0005,000
Lead Independent Director— 2,500
Bank: Market Strategy— 3,750
Bank: Facilities— 3,750
Directors are reimbursed for ordinary expenses incurred in connection with attending Boardboard and committee meetings. Under our deferred compensation plan, directors may elect to defer any cash portion of director’s fees until an elective distribution date or the director’s retirement, disability, or death.



Director Compensation Table
NameFees EarnedStockOptionsAll Other 
or Paid in CashAwardsAwardsCompensationTotal
($)
($)(1)
($)
($)(2)
($)
      
James R. Scott$120,000$109,998$—$—$229,998
Kevin P. Riley(3)
—————
Steven J. Corning48,43824,96849,154—122,560
Dana L. Crandall30,62549,979——80,604
William B. Ebzery35,00024,96896,635—156,603
Charles E. Hart, M.D.51,87524,96883,170—160,013
John Heyneman28,12524,968——53,093
David L. Jahnke58,75024,968——83,718
Dennis L. Johnson (4)
44,68724,968—34,461104,116
Ross E. Leckie55,31224,96826,226—106,506
Patricia L. Moss45,31224,968——70,280
James R. Scott Jr.(2)
18,12549,979—156,139224,243
Jonathan R. Scott (2)
25,62537,495403,857139,784606,761
Randall I. Scott(5)
10,875———10,875
Teresa A. Taylor55,62524,968——80,593
Theodore H. Williams(6)
3,750———3,750
Peter I. Wold42,81224,968——68,080
NameFees Earned or Paid In Cash
Stock Awards (1)
Options AwardsTotal
David L. Jahnke$78,750 $85,000 $— $163,750 
Kevin P. Riley (2)
$— $— $— $— 
Stephen B. Bowman$35,000 $93,715 $— $128,715 
Alice S. Cho$66,250 $55,000 $— $121,250 
Dana L. Crandall$43,625 $55,000 $— $98,625 
John M. Heyneman, Jr.$66,250 $55,000 $— $121,250 
Dennis L. Johnson$77,500 $55,000 $— $132,500 
Ross E. Leckie$45,000 $100,000 $— $145,000 
Patricia L. Moss$75,000 $55,000 $— $130,000 
Joyce Phillips$60,000 $66,219 $126,219 
James R. Scott$14,375 $100,000 $— $114,375 
James R. Scott Jr.$14,375 $100,000 $— $114,375 
Jonathan R. Scott$34,375 $77,500 $— $111,875 

(1)The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Because of the limited number of equity awards granted to non-employee directors, the number of outstanding equity awards held by the directors on December 31, 2021 was not materially different from the amounts reflected in the relevant footnotes to the Beneficial Ownership Table included herein under the heading “Security Ownership of Certain Beneficial Owners and Management.”
(2)Mr. Riley received no compensation for serving as a director, but he was compensated in his capacity as President and Chief Executive Officer and his compensation is included herein in the “Summary Compensation Table.”

60

(1)
The amounts reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. Because of the limited number of stock awards granted to non-employee directors, the number of outstanding stock awards held by the directors at December 31, 2018 was not materially different from the amounts reflected in the relevant footnotes to the Beneficial Ownership Table included herein under the heading “Security Ownership of Certain Beneficial Owners and Management.”
(2)
The amounts in All Other Compensation includes compensation as an employee of the Company.
(3)
Mr. Riley received no compensation for serving as a director, but he was compensated in his capacity as President and Chief Executive Officer and his compensation is included herein in the “Summary Compensation Table.”
(4)
Mr. Johnson received a one-time payment of $32,461 in 2018, which is reflected under All Other Compensation, for the payout of his deferred Restricted Stock Units which were issued under the Cascade BancorpDirector Equity & Incentive Plan as a director of Cascade Bancorp.
(5)
Due to term limits that require certain Scott family members to have at least a one-year break in service after serving two consecutive three-year terms, Randall I. Scott’s most recent term ended in May of 2018.
(6)
Mr. Williams announced his resignation as a director effective March 22, 2018.
Director Stock Ownership Guidelines
Under our stockequity ownership guidelines, each director is expectedencouraged to acquire and maintain ownership of our common stock equal in value to threefive times his or her annual cash and stock retainer. StockEquity holdings are measured at the end of each year using the year’syear average closing Class A common stock price. Under the policy, a director who is not in compliance with minimum ownership requirements must receive his or her annual retainer entirely in share of Class A common stock. Each director is expected to meettarget meeting the ownership guidelines within five years from the date he or she became a director. AllAt the end of 2021, all directors were in compliance with the exception of one recently elected director have metguidelines, including the recommended levels of stock ownership.grace periods, set forth in the policy.



Certain Relationships and Related Party Transactions
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Person Transaction Policy

Our Board has adopted a related person transaction policywritten Related Person Transaction Policy that is applicable to our executive officers, directors, and certain entities and individuals related to such persons. TheWith the exception of certain transactions reviewed by the Chief Risk Officer and deemed to be preapproved, the policy, as amended, and as applied prior to the close of the Great Western transaction, generally provides that we will not enter into any transactions with related parties unless such transaction(s) are (1) reviewed by the subcommittee of independent directors of our Governance &and Nominating Committee after disclosure of the relevant facts and circumstances, including any benefits to the Company and the terms of any comparable products or services provided by unrelated third parties,parties; and (2) determined by the subcommittee of independent directors of our Governance &and Nominating Committee to be in the best interests of the Company and our shareholders,shareholders. The policy also provides that the chairmanchair of such committee,subcommittee, who is an independent director, has delegated authority to approve such transaction(s) in certain circumstances, subject to ratification by the subcommittee of independent directors of the Governance &and Nominating Committee. The policy does not apply to loan and credit transactions to directors and executive officers that are covered by Regulation O adopted by the Federal Reserve.
All of the ongoing related party transactions described belowrequiring approval were reviewed and approved by the subcommittee of independent directors of the Governance &and Nominating Committee in accordance with the policy. In addition, all pre-approved related party transactions were provided to the Independent Committee for review as required by policy. There were no related party transactions identified which were not subject to the policies and approvals above.

Related Party Transactions
We conduct banking transactions in the ordinary course of business with related parties, including directors, executive officers, shareholders, and their associates on the same terms as those prevailing at the same time for comparable transactions with unrelated persons and that do not involve more than a normal risk of collectability or present other unfavorable features.

Certain executive officers, directors, and greater than 5% shareholders of the Company and certain entities and individuals related to such persons havehad transactions with the Company in the ordinary course of business. These parties were deposit clients of the Bank and incurred indebtedness in the form of loans, as customers, in an amount equal to $43.2clients, of $19.5 million as of December 31, 2018.2021. During 2018,2021, new loans and advances on existing loans of $7.6$10.4 million were funded and loan repayments totaled $17.4$13.2 million. TheseNo loans were removed due to changes in related parties during the year. All deposit and loan transactions were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loanstransactions with persons not related to us.us and do not involve more than a normal risk of collectability or present other unfavorable features.

We lease an aircraft from an entity in which James R. Scott, current Chair of our Board, has a one-third ownership interest. UnderPursuant to the terms of the lease, we pay a fee for each flight hour. During 2018, we paid total fees and operating expenses of $53 thousand for our usestockholders’ agreement (the “stockholders’ agreement”), which became effective as of the aircraft. In addition, we leaseclosing of the Company’s merger with Great Western, among the Company and the members of the “Scott Family FIBK Shareholder Group” identified in the beneficial ownership table included elsewhere in this proxy statement, the Company agreed to pay all reasonable and documented out-of-pocket expenses incurred by the Scott Family FIBK Shareholder Group in connection with the Company’s merger with Great Western, up to a portionmaximum of our hanger and provide pilot services$8.5 million. Among the members of the Scott Family FIBK Shareholder Group who are a party to the related entity. During 2018, we received payments from the related entity for Mr. Scott’s personal use of the aircraft. These payments included $7 thousand for a lease to use the Company’s hanger and $25 thousand for reimbursement of pilot fees.

James R. Scott, Thomas W. Scott,stockholders’ agreement are three of our current directors, Messrs. James R. Scott, John M. Heyneman, Jr., and Jonathan R. Scott; the Scott and James R. Scott, Jr., and twoFamily FIBK Shareholder Group members of our control group, Homer A. Scott, Jr., who is also acollectively beneficially own greater than 5% shareholder individually, and Randall I. Scott, who is also a greater than 5% shareholder individually, each has a 1.85% interestof the outstanding shares of the Company’s Class A common stock. In connection with the completion of the merger in February 2022, the Company paid an aggregate of $8.2 million in expense reimbursement under the stockholders’ agreement to the members of the Scott Family Services, Inc. (“SFS”FIBK Shareholder Group.
In addition, pursuant to the stockholders’ agreement, the Company agreed to make a charitable contribution of $21.5 million to the First Interstate BancSystem Foundation (the “Foundation”), which provides professional services that benefit us and the Scott family. In addition, Randall I. Scott isCompany made in March 2022 following the chairman
61

closing of the Company’s merger with Great Western in accordance with the stockholders’ agreement. The directors on the board of directors of SFS. Services provided for our benefitthe Foundation include assistance with SEC compliance actions including the trackingfollowing Company directors, executive officers, or greater than 5% shareholders of the Company: Kevin P. Riley, Thomas E. Henning, Kirk D. Jensen, Russell A. Lee, Marcy D. Mutch, Joyce A. Phillips, James R. Scott, and administrationJulie Scott Rose (a deemed 5% shareholder as a member of the Scott Family FIBK stock ownership, administrationShareholder Group), each of whom may be deemed to have a material interest in the charitable contribution by virtue of, among other things, their relationship with the Foundation and facilitationthe public benefit they may enjoy by virtue of FIBK shareholder development withinhaving negotiated the Scott Family, facilitation of communications withinamount received by the Scott Family specificFoundation to stock trading and other policies, stockholder restrictions and regulatory filings, and corporate governance consultation. During 2018, we paid $80 thousand for these services. SFS reimburses us for all salaries, wages, and employee benefits expenses incurred by us on its behalf for personnel.benefit the communities the Company serves.



Conflict of Interest Policy

On an annual basis, each director and executive officer is obligated to complete a director and officer questionnaire that requires disclosure of any transactions with our Company in which the director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Under our code of conduct, all employees, including executive officers, are expected to avoid conflicts of interest. Pursuant to our code of ethics for the Chief Executive Officerchief executive officer and senior finance officers, such officers are prohibited from engaging in activities that are or may appear to be a conflict of interest unless a specific, case-by-case exception has first been reviewed and approved by the Board. All of our directors are subject to the Board’s governance standards that include a code of ethics and conduct guide requiring the directors to avoid conflicts of interest.

Information About the Shareholder Meeting
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Solicitation Information

This proxy statement, the accompanying proxy card, and the annual report on Form 10-KAnnual Report are being made available to our shareholders on the Internet at www.astproxyportal.com/ast/40019/beginning on or about March 22, 2019.April 14, 2022. Our Board is soliciting your proxy to vote your shares at the annual meeting of shareholders to be held on May 2, 2019.25, 2022. The Board is soliciting your proxy to give all shareholders the opportunity to vote on matters that will be presented at the annual meeting. This proxy statement provides you with information on these matters to assist you in voting your shares.

We are pleased to take advantage of the SEC e-proxy rules that allow companies to post their proxy materials on the internet. We will be able to provide our shareholders with the information they need while lowering the cost of the delivery of materials and reducing the environmental impact of printing and mailing hard copies. As permitted by the SEC rules, we are sending a Notice of Internet Availability of Proxy Materials, or the Notice, to our shareholders on or about March 22, 2019.April 14, 2022. All shareholders will have the ability to access the proxy materials on the website referred to above and in the Notice. Shareholders will also have the ability to request a printed set of the proxy materials. Instructions on how to access the proxy materials on the internet or to request a printed copy may be found in the Notice. Instructions on how to vote your shares and how to download a proxy card for voting at the annual meeting will also be contained in the Notice.
What is a proxy?

A proxy is your legal designation of another person to vote on your behalf. By completing and returning the proxy card, you are giving the persons designated in the proxy the authority to vote your shares in the manner you indicate on the proxy card.
Why did I receive more than one Notice or proxy card?
Why did I receive more than one proxy card?

While we have attempted to consolidate your holdings onto one proxy card, youYou may receive multiple Notices or proxy cards if you hold your shares in different ways (e.g., joint tenancy, trusts, custodial accounts) or in multiple accounts. In addition, if your shares are held by a broker or trustee, you will receive your proxy card or other voting information from your broker or trustee. You should vote separately with respect to each Notice or proxy card you receive as each will have a separate control number and will be related to different shares beneficially owned by you.
Who pays the cost of this proxy solicitation?

We pay the costs of soliciting proxies. Upon request, we will reimburse brokers, banks, trusts, and other nominees for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of our common stock.
Is this proxy statement the only way that proxies are being solicited?

In addition to these proxy materials, certain of our directors, officers and employees may solicit proxies by telephone, facsimile, e-mail, or personal contact. They will not be specifically compensated for doing so.



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Voting Information
Who is qualified to vote?
You are qualified to receive notice of and to vote at the annual meeting if you ownedwere an owner of record shares of our Class A or Class B common stock as of the close of business on our record date of March 1, 2019.25, 2022. As of such date, we had only shares of Class A common stock outstanding; all shares of our previously outstanding Class B common stock were converted automatically into shares of Class A common stock before the close of business on the record date.
How many shares of common stock may vote at the annual meeting?

As of the record date, there were 38,281,996109,503,410 shares of Class A common stock outstanding and entitled to vote and 22,394,860 shares of Class B common stock outstanding and entitled to vote at our annual meeting. Our Class A common stock is our only capital stock outstanding and our Class B common stock areis sometimes referred to collectivelyherein as our “common stock.”
How are votes counted?

How are shares voted by the proxies?
The proxies appointed by the Board will vote your shares as you instruct on your proxy. Each share of Class A common stock is entitled to one vote on each matter to be considered at our annual meeting. If you are the shareholder of record of your shares and each share of Class B common stock is entitled to five votesyou sign a proxy without specific voting instructions indicated, the proxies will vote your shares as recommended by the Board on all matters submitted to a vote of shareholders. Holders of Class A common stock and Class B common stock vote together as a single class on all matters (includingbe considered at the election of directors) submitted to a vote of shareholders, unless otherwise required by law or the Company’s Second Amended and Restated Articles of Incorporation.meeting.
Is there a quorum requirement?

For the annual meeting to be valid, there must be a quorum present. A quorum requires that more than 50% of the voting power of our issued and outstanding common stock be represented at the meeting, whether in person or by proxy.
What is the difference between a “shareholder of record” and other “beneficial” holders?

These terms describe how your shares are held. If your shares are registered directly in your name, you are a “shareholder of record.” If your shares are held on your behalf in the name of a broker, bank, trust, or other nominee as a custodian, you are a “beneficial” holder. Only shareholders of record may vote at the annual meeting.
How do I vote my shares?

If you are a “shareholder of record,” you can vote your shares in person at the annual meeting or by proxy:

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via internet at
www.voteproxy.com;
via telephone by calling 1-800-PROXIES in the United States or 1-718-921-8500 in foreign countries;
by mailing in a signed original of the proxy card that will be sent to you by mail or that you may download from the website referred to in the Notice; or
by designating another person to vote your shares with your own form of proxy.
Please refer to the specific instructions set forth on the proxy card. We encourage you to vote electronically or by telephone.electronically. If you are a “beneficial” holder, your broker, bank, trust, or other nominee will provide you with materials and instructions for voting your shares.
Can I vote my shares in person at the annual meeting?

If you are a “shareholder of record,” you may vote your shares in person at the annual meeting. If you are a “beneficial” holder, you must obtain a proxy from your broker, bank, trust, or other nominee giving you the right to vote the shares at the annual meeting.




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What is the Board’s recommendation on how I should vote my shares?
What isPROPOSAL 1
The Board recommends you vote your shares FOR the Board’s recommendationelection of each of the five director nominees.
PROPOSAL 2
The Board recommends you vote on how I shouldyour shares FOR ratification of the appointment of each of the three new Directors.
PROPOSAL 3
The Board recommends you vote my shares?your shares FOR ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2022.

Proposal One - The Board recommends you vote your shares FOR the election of each of the two director nominees.
Proposal Two - The Board recommends you vote your shares FOR ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2019.
Proposal Three - The Board recommends that you vote your shares FOR approval of the charter amendment to provide for majority voting in the election of directors.
Proposal Four - The Board recommends you vote your shares FOR the approval of the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals.
Proposal Five - The Board recommends you vote your shares FOR the approval of the compensation of the named executive officers.
How will my shares be voted if I do not specify how they should be voted?

If you are a shareholder of record and you sign and return your proxy card without indicating how you want your shares to be voted, the proxies appointed by the Board will vote your shares FOR the election of twothe five director nominees,nominees; FOR the ratification of the three recently appointed Directors; and FOR the ratification of the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2019; FOR approval of the charter amendment to provide for majority voting in the election of directors; FOR the approval of the adjournment of the annual meeting, if necessary or appropriate, to solicit additional proxies for the foregoing proposals; and FOR the approval of the compensation of the named executive officers.2022.
Can my broker vote my shares for the proposal regarding the election of directors?

A broker or other entity holding shares for an owner in street name may vote for routine proposals without receiving voting instructions from the owner under certain circumstances. A broker or other entity may vote on non-routine proposals only if the owner has provided voting instructions. A broker non-vote occurs when the broker or other entity is unable to vote on a proposal because the proposal is non-routine and the owner does not provide any voting instructions, at a meeting where the broker or entity is able to vote on a routine matter as well. The only routine matter in this proxy statement is Proposal TwoThree to ratify the appointment of our independent registered public accounting firm. ProposalsProposal One Three, Four, and Five to elect the director nominees, approveand Proposal Two to ratify the charter amendment, approve the adjournment, if necessary or appropriate, to seek additional votes to approve the foregoing proposals, and approve named executive officer compensation, respectively,appointment of directors are non-routine matters. Therefore, if you are a “beneficial” holder and you do not provide specific voting instructions to your broker or other entity on how to cast your vote in respect of the non-routine matters,matter, the broker or other entity will not be able to cast a vote on your behalf with respect to those matters,that matter, resulting in so-called broker non-votes on all matters without voting instructionsthat matter if the broker or other than Proposal Two.entity votes on the routine matter. It is important that you instruct your broker as to how you wish to have your shares voted on each proposal, even if you wish to vote as recommended by the Board.
How are votes withheld, abstentions, and broker non-votes treated?

Votes withheld in the election of directors and abstentions are deemed as “present”present and entitled“entitled to votevote” at the annual meeting, are counted for purposes of establishing a quorum for the proper conduct of business at the annual meeting, and except for voting on directors, and the amendment to the charter, will have the same effect as a vote against a matter. Abstentions will have no effect on the outcome of the voting on the election of directors or the amendment to the charter. Broker non-votes, if any, are not relevant for general quorum purposes of establishing a quorum for the proper conduct of business at the annual meeting, are not deemed to be “present”present and entitled“entitled to votevote” with respect to any matter for which a broker non-vote is received, and have no effect on the outcome of any of the matters presented at the annual meeting.
How do I change or revoke my proxy?

After voting you may change your vote one or more times, or you may revoke your proxy, at any time before the vote is taken at the annual meeting. You may change your vote or revoke your proxy, as applicable, by doing one of the following:
•sending a written notice of revocation to our corporate secretary that is received prior to the annual meeting, stating that you revoke your proxy;
•signing a later-dated proxy card and submitting it so that it is received prior to the annual meeting in accordance with the instructions included in the proxy card(s);
•voting again via the internet or by telephone using the instructions described in the Notice; or
•attending the annual meeting and voting your shares in person.


What vote is required?

With respect to Proposal One to elect the director nominees, the affirmative vote of a pluralitymajority of votesthe voting power of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on the election of directors is neededrequired to elect a director. This means that the two nominees for director who receive the most affirmative votes for their election will be elected. Neither aA “withhold” vote norwill have the same effect as a vote "AGAINST" the director's election. A broker non-vote will neither count as a vote cast “FOR” or "AGAINST" a director nominee ornor have any direct effect on the outcome of the election of directors.

With respect to Proposal Two to ratify the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2019, ratification will be approved by the shareholders ifBoard of Directors of three directors, the affirmative vote of a majority of the voting power of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on the matter cast their votes in favorratification of the matter.director appointments is required to ratify each director’s appointment. Abstentions will be treated as a vote cast and will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will not be
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counted as a vote cast and will have no direct effect on the outcome of this proposal. A broker non-vote will neither count as a vote cast “FOR” or “AGAINST” the ratification of a director appointment nor have any direct effect on the outcome of the ratification.

ratification vote.
With respect to Proposal Three to approveratify the charter amendment to provide for majority voting in the electionappointment of directors, the amendment will be approved by the shareholders if the votes cast in favor of the matter exceed the votes cast in opposition, Abstentions will be treatedRSM US LLP as a vote cast, but neither abstentions nor broker non-votes will have any effect on the outcome of this proposal.

With respect to Proposal Four to approve an adjournment of the meeting if deemed necessary or appropriate to solicit additional votesour independent registered public accounting firm for the charter amendment or other proposals in this proxy statement,year ending December 31, 2022, the adjournment will be approved by the shareholders ifaffirmative vote of a majority of the voting power of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on this proposal is required to ratify the matter cast their votes in favorappointment of the matter.independent registered public accounting firm. Abstentions will be treated as a vote cast and will have the same effect as a vote “AGAINST” this proposal. BrokerWe are not expecting broker non-votes willon this proposal since this is a routine proposal. Therefore, broker non-votes are not expected to be counted a vote cast and will have no effect onrelevant for determining the outcome of any adjournment.

With respect to Proposal Five to approve the compensation of the names executive officers, we will consider the advisory vote approved by the shareholders if a majority of the voting power of the shares present in person or by proxy and entitled to vote on the matter cast their votes in favor of the matter. Abstentions will be treated as a vote cast and will have the same effect as a vote “AGAINST” this proposal. Broker non-votes will not be counted a vote cast and will have no effect on the outcome of any adjournment vote.
Who will count the votes?

Representatives from American Stock Transfer & Trust Company, LLC will count the votes and serve as our inspector of election. The inspector of election will be appearingattend via telephone at the annual meeting.
What if I have further questions?

If you have any further questions about voting your shares or attending the annual meeting, please contact our corporate secretary, Kirk D. Jensen, at (406) 255-5304,406-255-5304, or e-mail: Kirk.Jensen@fib.com.







































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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of our common stock, to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Executive officers, directors, and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, during the year ended December 31, 2018,2021, all of our directors, executive officers, and greater than 10% shareholders complied with all Section 16(a) filing requirements with the following exceptions: (i) a report with respect to the end of period holdings of Ms. Jodi Delahunt Hubbell was not filed on a timely basis; (ii) a report with respect to five transactions effected by Mr. John M. Heyneman Jr. was not filed on a timely basis; (iii) a report with respect to the end of period holdings of Mr. John M. Heyneman, Jr. was not filed on a timely basis; (iv) a report with respect to six transactions effected by J.S. Investments was not filed on a timely basis; (v) a report with respect to the end of period holdings of Mr. James R. Scott was not filed on a timely basis; (vi) a report with respect to the end of period holdings of Mr. Jonathan R. Scott was not filed on a timely basis; (vii) a report with respect to three transactions effected by Mr. Jonathan R. Scott’s spouse was not filed on a timely basis; (viii) a report with respect to a transaction effected by Mr. Homer Scott, Jr. was not filed on a timely basis.requirements.



SHAREHOLDER PROPOSALS
Shareholder Proposals
The rules of the SEC permit shareholders of a company, after timely notice to the company, to present proposals for shareholder action in the company’s proxy statement where such proposals are consistent with applicable law, pertain to matters appropriate for shareholder action, and are not properly omitted by company action in accordance with the SEC’s proxy rules. Our 20192022 annual meeting of shareholders is expected to be held on or about May 2, 2019,25, 2022, and proxy materials in connection with that meeting are expected to be mailed on or about March 22, 2019.April 14, 2022. The deadline for submission of shareholder proposals pursuant to Rule 14a-8 under the Exchange Act for inclusion in our proxy statement for our 20202023 annual meeting of shareholders is November 15, 2019,December 16, 2022 which is 120 days prior to the anniversary of the mailing date for our proxy materials for this year’s annual meeting.

Additionally, under the terms of our bylaws, shareholders who wish to present an item of business at the 20202023 annual meeting must provide notice to the corporate secretary at our principal executive offices not later than the close of business on the 90th90th day (February 2, 2020)24, 2023), nor earlier than the close of business on the 120th120th day (January 3, 2020)25, 2023), prior to May 2, 2020,25, 2023, which will be the one-year anniversary of our 20192022 annual meeting. If we do not receive notice of a shareholder proposal within that period of time, such proposal will be considered untimely pursuant to Rules 14a-4 and 14a-5(e) and the persons named in proxies solicited by the Board for our 20202023 annual meeting of shareholders may exercise discretionary voting power with respect to such proposal and/or the Chair may consider the matter out of order and not address it at the meeting at all.

OTHER MATTERS
Other Matters
We know of no matters other than as contained in the Notice of Annual Meeting of Shareholders to be brought before the meeting. The enclosed proxy, however, gives discretionary authority for the proxy holders to vote on your behalf in the event that any additional matters should be duly presented.

Any shareholder may obtain without charge a copy of our Annual Report, on Form 10-K filed with the SEC for the year ended December 31, 2018, which includes our audited financial statements. Written requests for a copy of our Annual Report on Form 10-K should be addressed to Investor Relations, First Interstate BancSystem, Inc., P.O. Box 30918, Billings, Montana 59116-0918.



BY ORDER OF THE BOARD OF DIRECTORS

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Kirk D. Jensen
General Counsel and Corporate Secretary

Billings, Montana
March 15, 2019


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April 14, 2022
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Appendix A - Non-GAAP Financial Measures
In addition to results presented in accordance with accounting principles generally accepted in the United States of America, or GAAP, this proxy statement contains the following non-GAAP financial measures that management uses to evaluate our capital adequacy and management performance: (i) Adjusted EPS; (ii) Adjusted Efficiency Ratio; (iii) pre-provision net revenue; (iv) tangible book value per share; and (v) return on average tangible common stockholders’ equity. Adjusted EPS and Adjusted Efficiency Ratio are calculated as described in the reconciliation of such financial measures to their most directly comparable GAAP financial measures provided under the caption “Reconciliation of Adjusted EPS and Adjusted Efficiency Ratio” above. Pre-provision net revenue is calculated as net interest income plus non-interest income less non-interest expense. Tangible book value per share is calculated as tangible common stockholders’ equity divided by common shares outstanding. Return on average tangible common stockholders’ equity is calculated as net income available to common shareholders divided by average tangible common stockholders’ equity. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies because other companies may not calculate these non-GAAP measures in the same manner. They also should not be considered in isolation or as a substitute for measures prepared in accordance with GAAP.
The Company adjusts the foregoing capital adequacy measures to exclude goodwill and other intangible assets (except mortgage servicing rights). Management believes these non-GAAP financial measures, which are intended to complement the capital ratios defined by banking regulators and to present on a consistent basis our and our acquired companies’ organic continuing operations without regard to the acquisition costs and adjustments that we consider to be unpredictable and dependent on a significant number of factors that are outside our control, are useful to investors in evaluating the Company’s performance because, as a general matter, they either do not represent an actual cash expense and are inconsistent in amount and frequency depending upon the timing and size of our acquisitions (including the size, complexity and/or volume of past acquisitions, which may drive the magnitude of acquisition related costs, but may not be indicative of the size, complexity and/or volume of future acquisitions or related costs), or they cannot be anticipated or estimated in a particular period (in particular as it relates to unexpected recovery amounts). This impacts the ratios that are important to analysts and allows investors to compare certain aspects of the Company’s capitalization to other companies.
We adjusted the performance measures against which our management’s 2021 performance was measured for purposes of determining payouts under the Company’s short-term incentive compensation program. EPS targets were adjusted because at the time the 2021 performance goals were established, the Compensation and Human Capital Committee determined it was not appropriate to reward short term incentives as a result of the provisioning (or recovery) of loan losses, due to indeterminable impact economic recovery might have on the required ACL. We adjusted our Efficiency Ratio for purposes of the short-term incentive program from the FDIC definition of Efficiency Ratio to eliminate OREO expense/income and Investment security gains/losses and non-operating expenses related to a litigation settlement and acquisition related costs. These non-GAAP financial measures have been included in this proxy statement to assist investors and other interested parties in understanding how actual payouts under our short-term incentive plan were determined and how they fit within the Company’s broader executive compensation program.
See the Non-GAAP Financial Measures table below, the information under the caption “Reconciliation of Adjusted EPS and Adjusted Efficiency Ratio” above, and the textual discussion provided elsewhere in this proxy statement for a reconciliation of the above-described non-GAAP Financial Measures to their most directly comparable GAAP financial measures.
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A-1

FIRST INTERSTATE BANCSYSTEM, INC. AND SUBSIDIARIES
Non-GAAP Financial Measures
(Unaudited)
For the Year Ended
(In millions, except % and per share data)Dec 31, 2021Dec 31, 2020Dec 31, 2019Dec 31, 2018Dec 31, 2017
Net interest income (GAAP)$488.2 $497.0 $495.0 $432.5 $349.8 
Plus: Non-interest income (GAAP)150.5 156.7 142.6 138.8 137.6 
Total revenue (GAAP)638.7 653.7 637.6 571.3 487.4 
Less: Non-interest expense (GAAP)405.5 387.5 388.6 356.4 319.7 
Pre-provision net revenue (Non-GAAP)233.2 266.2 249.0 214.9 167.7 
(Reversal of) provision for credit losses (GAAP)(14.6)56.9 13.9 8.6 11.0 
Income before tax expense (GAAP)$247.8 $209.3 $235.1 $206.3 $156.7 
Total common stockholders' equity (GAAP)(A)$1,986.6 $1,959.8 $2,013.9 $1,693.9 $1,427.6 
Less goodwill and other intangible assets (excluding mortgage servicing rights)690.9 700.8 711.7 631.6 521.8 
Tangible common stockholders' equity (Non-GAAP)(B)$1,295.7 $1,259.0 $1,302.2 $1,062.3 $905.8 
Average common stockholders’ equity (GAAP)(C)$1,974.1 $1,985.2 $1,899.0 $1,525.8 $1,243.7 
Less: average goodwill and other intangible assets (excluding mortgage servicing rights)695.7 706.1 694.1 566.6 408.9 
Average tangible common stockholders’ equity (Non-GAAP)(D)$1,278.4 $1,279.1 $1,204.9 $959.2 $834.8 
Common shares outstanding(E)62,200,456 62,095,799 65,246,339 60,623,247 56,465,559 
Net income available to common stockholders(F)$192.1 $161.2 $181.0 $160.2 $106.5 
Book value per share (GAAP)(A)/(E)31.94 31.56 30.87 27.94 25.28 
Tangible book value per share (Non-GAAP)(B)/(E)20.83 20.28 19.96 17.52 16.04 
Return on average common stockholders' equity (GAAP)(F)/(C)9.73 %8.12 %9.53 %10.50 %8.56 %
Return on average tangible common stockholders’ equity (Non-GAAP)(F)/(D)15.03 12.60 15.02 16.70 12.76 
For the Year Ended
(In millions, except % and per share data)Dec 31, 2016Dec 31, 2015Dec 31, 2014Dec 31, 2013Dec 31, 2012
Total common stockholders' equity (GAAP)(G)$982.6 $950.5 $908.9 $801.6 $751.2 
Less goodwill and other intangible assets (excluding mortgage servicing rights)222.5 215.1 218.9 188.2 189.6 
Tangible common stockholders' equity (Non-GAAP)(H)$760.1 $735.4 $690.0 $613.4 $561.6 
Average common stockholders’ equity (GAAP)(I)$963.5 $926.1 $855.9 $779.5 $736.0 
Less: average goodwill and other intangible assets (excluding mortgage servicing rights)216.7 216.5 200.7 189.0 190.4 
Average tangible common stockholders’ equity (Non-GAAP)(J)$746.8 $709.6 $655.2 $590.5 $545.6 
Common shares outstanding(K)44,926,176 45,458,255 45,788,415 44,155,063 43,290,323 
Net income available to common stockholders(L)$95.7 $86.7 $84.4 $86.1 $54.9 
Book value per share (GAAP)(G)/(K)21.87 20.92 19.85 18.15 17.35 
Tangible book value per share (Non-GAAP)(H)/(K)16.92 16.19 15.07 13.89 12.97 
Return on average common stockholders' equity (GAAP)(L)/(I)9.93 %9.37 %9.86 %11.05 %7.46 %
Return on average tangible common stockholders’ equity (Non-GAAP)(L)/(J)12.81 12.23 12.88 14.59 10.07 
A-2


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B-1




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B-2